Intern Spider
by EmilyF.6
Summary: Penny Parker applied to the pilot Stark Industries internship program before she got her powers. But when Mr. Stark becomes her personal and superhero mentor, she'll have to get creative to keep the two identities separate...and secret.
1. Intern Penny

_**I've gotten lots of requests to make my one-shot "Bruises" from Whumptober into a full story, so here it is :) This is independent of the one-shot but follows the same general idea. **_

Intern

Penny popped the earbuds in her ears, pulling her hoodie up around her head and zipping it up. It was chilly for September, and she hurried out of school, waving to Ned with glove-covered fingers, and hurried down the street toward the subway station. Her scarf was wrapped tightly around her throat, and she struggled to hit the play button on her music app despite the fact that the gloves were supposed to work with touch-screens. Ever since the bite, if the temperature dropped below the fifties, she was freezing...it was something she was still learning to live with.

Her cellphone buzzed as she curled up in the seat in the corner of the subway train, and she pulled it out, using her teeth to pull off one glove to respond to the text from Aunt May after giving up on typing with the gloves on.

May: _I'll be home late tonight. Think you can fend for yourself for dinner?_

Penny: _I have the internship until 6. I'll be fine._

Pulling the glove back on, she leaned her head against the window, staring as they left the tunnel and traveled across town at speeds that made the buildings blur together. Thankfully, no one tried to speak to her that day. Some days she'd have to pretend not to speak English, or pretend she couldn't hear the men over her music. She rarely had too much trouble, though. She'd been riding the subway on her own for years. Tucking her backpack under her arm against the wall of the train, she unzipped just the side, glancing in and checking on the suit for the third time since she'd left school.

It was a Friday, which meant no patrolling. Still, she wanted to make sure she had the suit just in case. She never knew what could happen...it was safer to have it close. It was a rough suit, sure...basically a hoodie, sweatpants, and goggles. But it was all she had. Closing her eyes again, she shivered, tightening her scarf. The subway was colder than normal...it was only 52 degrees outside and they had the air conditioning on in the train.

When the train stopped at her station, Penny jumped up, pulling her backpack on and hurrying out onto the platform with the other people getting off. She had to fight her way through the crowd, up the stairs, and onto the busy New York street, hands stuffed in her pockets, shivering as she hurried towards the tower that dominated the skyline. The wind bit at her, whistling as it made its way through the huge buildings, and she wondered if she had a heavier coat.

Pulling out her pass, she held it up to the side door of the tower, listened for the soft 'beep' and then hurried inside to where it was only slightly warmer. The employee entrance was pretty deserted at this time of day, so she was able to hurry over to the elevator where she held up her pass to the keypad beside the elevator door, then took the elevator down to the intern floor.

The intern floor, only half of which was solely devoted to interns, had a private lab where they all had work stations, and cubicles for all five of them. They all reported to a research and development employee who oversaw their work...the program was brand new, so there were still bugs to be worked out. Usually they worked on research projects, helped with research and development, or solved challenges passed down to them by Mr. Stark himself. Those were the hardest. Also the most fun. Sometimes they got to blow stuff up. Once they had been told to develop their own version of the Iron Man armor.

They were three months into the internship, so they all knew each other pretty well. Penny was the youngest at fourteen, only a sophomore, and the only one from Midtown. Jasika , Lori, and Raj were all seniors, with Milo the only junior, all from various private schools in New York. All of them had applied through their respective school, and Penny hadn't quite been able to believe her eyes when she'd gotten the acceptance letter.

She and May might have jumped around the living room, practically screaming and hugging. This was her chance...her opportunity to get something really impressive on her resume. To get into Stark Industries, the place she'd always wanted to work, ever since Mr. Stark had come on the TV in her living room and said "I am Iron Man."

Of course, she'd applied to the internship before getting her powers, so it was just a tad bit more complicated, but not much. The internship was every Friday, so she had plenty of days to patrol. Taking one off wasn't a big deal, plus she could tell May the truth for once.

"Penny Parker. Just in time." Penny dropped her backpack off at her desk, leaving the scarf on but removing the gloves. She was freezing, plus last nights patrol had led to a couple of nasty bruises that she'd rather not show off lest someone get the wrong idea.

"For…?" She asked, adjusting her scarf and joining Jasika and Raj at one of the tables.

"New assignment. Using any resources in the internship lab, build a robot. Then fight them to the death." Penny laughed as Jasika read dramatically from the folder, glancing over at Lori and Milo who were already working at one of their stations. "We have two weeks. Weren't you in your school's robotics club?"

"Oh...yeah. But I dropped out to make room for the internship. I can help if you promise to look over my code."

Jasika readily agreed, and the two hurried off to work, Raj breaking off to start his own project.

Collaboration was highly encouraged among Tony Stark's interns. That had been one of the first things that their intern supervisor, Chad, who spent most of his time working in his own lab, had said. There were plenty of group projects and lots of opportunities to work together. Grabbing her own folder, Penny skimmed the materials then hurried over to the closet where most of the supplies could be found. Grabbing armfuls of boxes, they carried their supplies to the tables in the lab and began to work.

The afternoon flew by as they worked, rock music blaring in the background. There was a stereo in one corner where they could play music, and in the other corner was a refrigerator filled with snacks and drinks that they were all welcome to partake in. No matter how much they ate, it was always fully stocked by the next time they met. By the end of the afternoon, Penny had finished her plans and had a pretty good idea of what she was going to do.

At six, they all headed out, the other four heading to the parking garage where they kept their cars, while Penny headed up to the main floor. It was supposed to rain later and Penny really wanted to get home before it started pouring.

"Excuse me! Hey, you!" Penny paused, turning to find a young woman dressed in heels and a pencil skirt staring at her, juggling two coffee carriers with four cups each, what looked like six plastic bags, and a clipboard.

"Oh...um...sorry." Penny turned, adjusting her scarf.

"Geez, temp." The woman snapped. "Pay attention. Where were you even going?"

The girl frowned, glancing at the side door which was her ticket to getting home before the downpour. "Um...home?"

"Home? Don't you read your email?"

She shook her head. "What?"

"The meeting!" The woman stepped into her personal space, pushing both of the coffee carriers into her arms, then loaded her down with the bags too. It wasn't exactly heavy...she did have super strength after all. But it was awkward to try and carry everything at once.

"I...I don't…" Penny tried, struggling to balance everything.

"Miss Potts is waiting for these in conference room A."

"What?" Penny asked, feeling like she'd stumbled into a nightmare. Like she was in a play but couldn't remember any of her lines.

"Seriously? Look, take the elevator…". She led Penny over by the elbow, swiped her own pass and hit the button to floor 82...the level that required Avenger level access. "Conference room A. I said all this in the email! The meeting is starting in less than five minutes, so you'd better hurry."

"Wait...I'm not…". And then the elevator doors were closing. "Shit."

The doors opened to floor 82, and Penny took a hesitant step out into the hallway. There were no doors in the immediate vicinity…no signs or arrows. Groaning, she took a careful step to the right, doing her best not to jostle the coffees. They were hot...she could tell just from brushing up against one with her arm. But walking all the way to the edge of the hall, she didn't see any doors. There were keypads set into the wall...but no doors.

She heard footsteps then, and her heart leapt into her throat. She wasn't even supposed to be up here! But she needed to get this stuff dropped off! There was some kind of big meeting going on and they needed this stuff and somehow, that was now her responsibility. She hurried in the direction of the footsteps, pausing when she turned the corner and nearly ran right into someone. "I'm so sorry!" She cried, jumping back and staring up at an unfamiliar face. Well...mostly unfamiliar. She might have seen him somewhere. Regardless, he stared down at her in confusion and some suspicion. Deciding to just bite the bullet, she spoke in a rush.

"Excuse me...um….sir? Can you please help me?"

"Sure, kid. What do you need?" He asked, eyes straying down to the bags hanging from her arms.

"The lady down in the lobby told me to take this up to conference room A and she told me that I had to hurry and that the meeting started in five minutes but I think she thought I was someone else because I don't think I'm even supposed to be up here but I didn't want to just leave this stuff…". She trailed off and the man smiled a little.

"Do you work here, kid?"

"Yes...I mean...I'm an intern. Down in research and development mostly…". He nodded.

"Alright. Hand me that." He reached out, taking one of the carriers that held four coffee cups.

"Oh...you don't have to…"

"Don't worry about it. Come on. I'll show you where the conference room is."

"Thank you so much, sir." He smiled a little.

"What's your name, kid?"

"Oh. Um...Penny, sir. Penny Parker."

"It's nice to meet you Penny. I'm Clint." And, placing his hand on the keypad, he revealed a door that suddenly appeared in the wall, pulling it open with his free hand. "Sorry I'm late but I found the coffee...and some kid." Feeling her face flush, she took a step into the room, breath catching as her eyes went around the table.

At the head, facing her, was Pepper Potts. The Pepper Potts. As in, her boss's boss's boss's boss's boss. Heck, there may need to be more rungs in that ladder! Standing beside the window was Tony Stark who had just turned away from his conversations with Steve Rogers. Captain America and Iron Man were staring at her from the window of a secret conference room on a floor she wasn't even allowed to be on.

Thor and Doctor Banner were sitting at the table, both looking curious, while the man with her handed a cup of coffee to a woman she didn't recognize but could guess was the Black Widow. Wanda Maximoff sat next to a man in a sweater she'd never seen before. And Falcon, whose name was Sam something...her brain refused to tell her at the moment, was beside Wanda at the table.

They all just stared at her for a moment, their expressions mostly amused, and she wondered if she could ever walk into that building again...if she could ever show her face in New York after this.

Then Captain America was hurrying forward, reaching out to take the coffee away from her. "Here. Let me help you with that." And that snapped her right out of her trance.

"Oh! No, I'm so sorry, I can…". She started to pull away when one of them finally tipped, pouring steaming coffee over her arm. She gritted her teeth, flinching as boiling coffee covered her arm, the fabric not doing much to save her arm. "I'm so sorry...sir I didn't…"

"Okay." His voice dropped a little and he took the carrier away from her, placing it gently on the table. "It's okay. You're not in trouble. Just set some of this down."

Mr. Stark approached as Captain America and the other guy, Clint started taking the bags away, placing them on the table with loud thumps. They must have been heavy, Penny thought as her arm burned. "Kid. Come here." Mr. Stark ordered, and, wondering if this was the day she lost her internship and got exiled from the country, she followed, face red, eyes hot.

He led her through a door that led to a little kitchen, and she stood hesitantly in the doorway until he motioned for her to join him at the sink. "Here." He soaked a cloth in cool water and she stood frozen until he finally looked up at her face. "Hey, what's your name?"

"Penny." She whispered, and he nodded, lips turning up into a smile.

"Penny Parker, youngest intern to ever be accepted to my program."

"This was the first year of the program." She pointed out with a watery smile. He chuckled, gesturing for her to hold her arm out. She did, and he carefully pulled the wet sleeve back to reveal her arm...and for a second, she saw him freeze.

The red place on her arm wasn't too bad. Just a minor burn from the coffee. But encircling her writer was a still-purple bruise from the night before. Thankfully she didn't have to take off her sweater and reveal the other bruises that she knew went up her arms.

He didn't say anything, just pressed the cloth to her arm, then let her take over holding it.

Iron Man had just touched her arm.

"So, wanna tell me what brings a research and development intern up to the Avengers floor?"

"I'm so sorry…"

He waved a hand. "It's fine, kid. You aren't in trouble. I'm just wondering how you got up here."

"Oh. Um...so I was leaving and this lady was carrying all this stuff and she yelled at me and asked why I hadn't checked my email and where I was going and I think she thought I was a temp because that's what she called me and she gave me all this stuff and put me on the elevator and told me to bring this to conference room A." He lifted an eyebrow, shaking his head and chuckling.

"Well, I'm glad you turned out to be an intern and not a corporate spy." Mr. Stark nodded to her arm. "You okay?"

"Yeah. It was just kind of hot...I'm fine." He nodded slowly, eyes searching hers.

"What did you think of the robot challenge?" She grinned a little.

"It's fun."

"Good. I'm going to have to pop down to see the death match." He took the cloth then, and watched as she pulled her sleeve back down. "Are you cold?" He asked, incredulous, gesturing to her scarf.

"Um...yeah, usually." She admitted, sheepish, and he hummed, clapping his hands.

"Alright, intern Penny. Let's get you back to the appropriate floor."

"Right. I'm so sorry, sir."

"Not your fault, kid. I'll have Pepper talk to her assistants. We've had a mixup or two with the temp agency." They stepped back into the conference room, and Penny kept her head down. "Alright. Head back to the elevator. Friday will take you to the right floor. Thanks for bringing the coffee."

"Yes...of course, sir. Um...thank you." And with that, she hurried out of the room, wondering why she had thanked him. Maybe for not firing her or throwing her out the window.

The next Wednesday she got a handwritten note of apology from Pepper Potts that thanked her for filling in on such short notice.

She might have framed it.

_**Thank you for reading! **_


	2. Impressions

_**Thank you so much to everyone who has left a review! You guys have been so sweet and I really appreciate it. Here is chapter two.**_

Impressions

Mr. Stark showed up in the intern lab as promised two weeks later, slipping into the room almost without being noticed. By that point, Penny had almost forgotten his comment about watching the robot fight. At their workstations, Lori and Jasika were putting the final touches on their robots while Milo and Raj carried their own robots over to the ring, having volunteered to go first. There was a small ring set up in the middle of the open space of the lab, a short wall made of thick, durable plastic encasing it. Raj stepped over the wall, placing his robot on one side, Milo following suit.

Penny was perched on the counter on the other side of the ring, her own little robot, smaller than the others, sat beside her. She was fine with going last, even though she was pretty sure that her robot, which she'd privately named Rey after the new Star Wars movie heroine, would have no problem taking down the other robots. She had a secret weapon. Jasika glanced over from where she'd been standing at the edge of the ring, her robot by her feet, but then the girl's eyes widened.

Penny heard footsteps behind her then, and another heartbeat Spinning a little in her seat on the counter, she felt her eyes widen as Tony Stark himself made his way over to her. Her. Penny Parker. "Hey, Penny." He came to stand beside her at the counter, eyebrows lifting until she finally realized what he'd said...that he was actually speaking to her. Tony Stark had come into the intern lab and had just said hello to her. And he knew her name. And she still hadn't said anything!

"Oh...um...hi, hello...Mr. Stark."

"You guys gonna battle to the death now?" He asked, jerking his chin toward the ring where Raj and Milo stood.

"Yes, sir."

"You can drop the sir, Penny." He offered, giving her a brief smile before turning back to the other interns, all of whom were staring wide-eyed at them. "Hey, kids. Tony Stark." He pointed to himself. Jasika was the first to snap out of it, stepping forward.

"Mr. Stark...hi...it's such an honor to meet you…"

"Thank you." He nodded, casually. Calm and collected.

"I'm Jasika."

"Senior, focus on programming and web design. Nice robot." He held out a hand that she shook. "Nice to meet you Jasika." He turned to Lori then who jumped to introduce herself, then the boys. For each one, he'd apparently memorized their year in school and what they hoped to major in. After greeting everyone, Mr. Stark nodded toward the two robots already in the ring and waved a hand. "Well...are we going to have a robot fight or what?"

And with that, it was on.

Penny had never imagined that Mr. Tony Stark could look so relaxed spending time with a room full of interns watching robots destroy each other. The match between Raj and Milo went on for almost half an hour, the two robots outsmarting each other through their owners, racing around the ring, hidden attachments popping out and slamming into one another. When her stomach started growling, Penny went to the mini fridge and grabbed a soda and a protein bar, hopping up on the counter and watching as Raj's robot finally won.

Next up were Lori and Raj. Lori lasted ten minutes. Then Raj and Jasika, who lasted almost another half an hour, and, finally, Raj and Penny.

The other robots were mostly destroyed, with Raj being the ultimate winner until Penny hopped off of the counter, pulling at her scarf so that the tail of it was at her back and wouldn't get in her way. Her gloves were thin enough that she could use the remote control, thankfully, because patrol the night before had been rough and at one point, she'd been up against six men attempting to break into a jewelry store. She'd won...but they'd gotten her with their baseball bats a couple of times.

Raj's robot was kind of beat up next to Penny's much smaller one, but still functional. Jasika and Lori sat cross-legged on the floor on the sidelines to get as close a view of the action as they could, both with protein bars and bottles of water, while Milo stood behind Raj, getting a better look at his remote. Mr. Stark hadn't moved from where he leaned against the counter, his arms crossed, looking as if he had nowhere he'd rather be. At first, everyone had been kind of nervous, but the man was calm, even seeming kind of excited to be watching the match, and the interns had collectively relaxed.

Raj grinned down at her little robot, looking a little more patronizing than Penny was comfortable with. Still, she was ready to let her work speak for her. So the match began.

Penny hadn't known that Mr. Stark would actually be in the room when she'd done the final design of her robot. She hadn't taken that into account at all, especially when she'd decided to use her web fluid. Of course, she doubted that Mr. Stark had ever heard of Spidergirl. She wasn't exactly a real superhero...she helped old ladies carry groceries and gave tourists directions. And sometimes she stopped muggers and small time gangs from breaking into local stores. That was how she got most of her bruises...the fights were several men with crowbars or baseball bats or just their fists ganged up on her. She had always won so far...but she worried that one day she wouldn't.

Penny blinked hard as she stared into the ring at her robot as it battled Raj's. She needed to focus. Tony Stark was watching.

At first, she stuck to moving the robot around the ring, easily escaping the attempted blows by Raj's larger, somewhat slower robot. And she watched his brow tighten, lips in a frustrated, firm line on his face. She knew that when it came down to it, she would have to use her secret weapon. So, after a blow from the larger robot that nearly knocked hers over, she hit the small red button on the side of her remote that shot a stream of webbing that immediately stuck his robot to the ground. "Hey!" Raj cried, and with a well-placed slice with a small saw attachment that was built into her robot's arm, his robot was out of commission.

Lori laughed out loud and Jasika jumped into the ring to examine the stuff that had defeated Raj. "Cheater," Raj grumbled under his breath, and Penny clenched her jaw, stung. For a second, everyone was silent, the atmosphere suddenly tense. But before she could retort or even head back to her own work area to fume, Mr. Stark stepped forward, voice mild.

"No room in this internship for sore losers, Raj." Stepping over the wall and kneeling beside Jasika, he reached out to touch the web fluid. "What do you think, Jasika? What did Penny use?"

"It's...it's like webbing." Jasika murmured. Mr. Stark hummed under his breath, eyes cutting over to her before he nodded, reaching out to touch the stuff, pulling at it and rubbing it between his fingers. "Holy shit...Penny, did you get the idea from Spidergirl? She uses webbing too!" Jasika asked, jumping up, eyes bright. Penny nodded, heart racing. She had an excuse ready, just in case someone asked about it, but had been hoping that no one would.

"Yeah...I saw her swing by and saw the web…" She trailed off, shrugging and smiling, trying to look self-deprecating. Like she hadn't come up with the formula in the first place. Like she wasn't dying to impress this man. "I got a sample and worked out the formula."

"Impressive." Mr. Stark stood, crossing his arms and regarding her for a moment with a smile. "Good job, kid. You all did good." He looked around the room, eyes pausing on Raj. There was something in Mr. Stark's eyes. Caution? Worry? No...she doubted it. She just must have read him wrong. "Alright. I'd better get back to it...Pepper threatened to fire me if I miss another board meeting." Everyone chuckled, surprised that the man was joking around with them. "It's late. Go home. Good job today. The next intern challenge will arrive...eh...whenever I think of it." With that, the man was leaving, taking long strides toward the elevator, then disappearing.

Raj didn't look at her as he left, grabbing his stuff and all but storming out. She wanted to apologize, but she didn't have anything to apologize for! She hadn't broken any rules! She'd impressed Mr. Stark, which was exactly what she was meant to be doing. Sighing, Penny dragged her feet back to her desk, placing her robot on the top of the desk by the computer and pulling her jacket on. It wasn't the first time she'd been ostracized for showing up an older student, especially the guys who were always happy to have a younger girl in their clubs until she beat them.

Milo filed out behind Raj, followed by Lori, but Jasika hesitated. "Hey, don't let him bug you. He's just jealous. You beat him, fair and square." Penny nodded, slinging her backpack over her shoulder. "Think you can show me how you made that webbing?"

"Uh...yeah. I can show you the base formula. I had to play with it for a long time to get it to work." She didn't really want to risk sharing the formula...then again, she guessed it wouldn't do any harm. It wasn't like Jasika had any superpowers...that she knew of, anyway.

The internship usually went until 6, but it was nearly seven now, and getting dark. And cold. She shivered as she made her way up the stairs and into the lobby, having skipped the elevator in favor of getting some exercise to try and warm up. Jogging up the last flight of stairs, she stepped into the lobby, headed straight for the employee exit at the side of the room, then stopped.

It was pouring. And dark. She sighed, tucking her jacket more tightly around her shoulders and shivering. She hated winter. Hated the constant cold and miserable rain and snow...all of it. But it did give her an excuse to cover up...which was pretty important considering the criminals she chased got a couple of hits in fairly regularly. Taking a step out into the pouring rain, she groaned, shivering once more and looking around. All around her, people with huge umbrellas hurried up and down the street, and she ducked her head, hurrying forward and racing in the direction of the subway station a few blocks away.

She finally reached the subway platform, shuddering at the cold and wondering why she hadn't brought an umbrella. Honestly, she hadn't thought it would rain...or that she would be out this late. Her phone vibrated as she waited on the platform and she pressed it to her ear, realizing that she should have called her aunt earlier. "Penny?"

"Hey, May. I'm sorry, the internship ran late."

"I was worried, Penny. It's getting late." Her aunt reprimanded.

"I know. I'm sorry. I was just about to call...it's pouring out." She changed the subject a little, hoping that that might distract her aunt.

"Do you need a ride home?" Penny shook her head, even though her aunt couldn't see her.

"I'm about to get on the subway." She promised.

"Are you alone?"

"I'm fine, May." She told her aunt with a smile, then tried again. "What's for dinner." With a sigh, her aunt informed her that dinner hadn't worked out and that she'd ordered pizza, which sounded great to Penny.

She continued to shiver as she waited for her train, pulling her wet jacket more closely around her to no avail. It had been chilly for August, in the low sixties during the day, and everyone else seemed thrilled with the mild weather, but Penny wrapped her scarf around her neck a little tighter. Just as her train arrived and she stepped into one of the empty trains, her phone vibrated in her pocket. The subway car was almost empty except for a couple of guys sitting together, talking loudly on one side, so she sat in the corner as far away from them as she could get, pulling out her phone and frowning at the name on the screen.

Tony Stark.

She didn't have Tony Stark's phone number.

Taking a deep breath and trying to stave off a panic attack, she answered, putting her backpack on the seat beside her so that no one would sit there. "Um...hello?"

"Penny Parker?" The familiar voice asked.

"Yeah...yes...sir, Mr. Stark, sir…." There was a soft chuckle on the other line, and her cheeks caught fire.

"Hey, kid."

"Hi...Mr. Stark…"

"Just wanted to tell you that you did great today. Real impressive stuff. Next week, I want you to report to floor 79. I wanted to talk to you about the formula for that webbing...you said you got the idea from Spidergirl?" For what felt like a really long time, she couldn't respond. Her jaw had dropped, eyes huge as she stared straight ahead. Floor 79. She knew that number. Had practically gotten it tattooed on her forehead. Floor 79: Tony Stark's personal lab. Tony Stark wanted her to come to his personal lab. Never in her life had she ever dreamed that she would actually see the inside of his personal lab. It was crazy enough that she was an intern at his company. That she'd actually gotten to meet him.

Now he wanted her to come to his lab.

"Penny? Fri, did the call drop?" His voice came through again.

"Oh, um...no! I mean...yeah. Yeah, I saw her webbing and…" She trailed off, glancing over at the men who'd moved three seats up. "And...uh…" One of the men met her eyes and licked his lips, while his friend moved his hand towards his crotch. Flushing, she turned away, staring determinedly out the window at the dark walls passing by.

"Kid?" Mr. Stark asked slowly, voice going soft and serious. "Is everything okay?"

"Yeah, um...yeah. I'm just...on my way home."

"Yeah?" The man didn't sound reassured. "Where are you?"

"On the subway." She told him softly, pushing her shoulder a little closer to the window. She could take those guys...but not without giving herself away. Also, she didn't want to. She just wanted to go home.

"Hm." He was quiet for a moment, and immediately her brain told her to fill the silence.

"Um...anyway, uh...I got the idea from her webs so I played around with some formulas at school and was able to recreate her webbing. I don't think Raj was happy, though."

"Yeah? Did he say anything to you?" She had to admit, she was kind of surprised at his tone, but she answered anyway, trying to shrug it off.

"Oh, no." She laughed a little. "He completely ignored me." In the reflection of the window, she could still see those guys staring at her. She didn't want to hang up the phone...but she decided that when the call was over, she'd just call Ned. He'd talk to her until she got off the subway. Or maybe she'd get off the subway and take another way home. "I think he's mad." She told him, hearing the sadness in her voice and shaking her head. "Anyway, it was a really cool challenge, Mr. Stark."

"Acting like she's talking to Tony Stark." One of the guys told the other, speaking loudly enough that she thought Mr. Stark might have heard. Face heating up again, she held the phone a little tighter. His friend chuckled.

"Hey, sweetheart. Wanna come talk to us instead?"

"You live in Queens, right?" Mr. Stark asked, his voice almost flat.

"Oh...um, yeah...yes, sir."

"The sir isn't necessary, kid, remember?" The man's reminded her, almost gentle.

"Oh...right, sorry." She muttered, glancing over at the men in the reflection of the window once more. They were still staring.

"How long does it take you to get home after the internship?"

"Um...like...an hour...usually...depending on whether or not my train is on time." He hummed again, not sounding happy about that. "Everyone else drives, so it probably doesn't take them as long. But I think they all live closer to the tower...not that I know. Um...I never asked them where they live but I think Lori lives pretty close…" She rambled, cursing herself for rambling. "Um...sorry." She mumbled.

"Nothing to be sorry for, kid." He told her softly. "Do you want me to stay on the phone?"

She felt her jaw drop, fingers clenching around the phone. He was...offering to stay on the phone with her? Tony Stark? This was definitely his voice...right? "I...oh...Mr. Stark, you don't have to do that...I'm sure you're really busy…"

"Nah." He said, voice casually dismissive, and she had to smile a little. "Board meeting's over."

"That was a really short board meeting." Realizing what she'd just said, she started to apologize, but he chuckled.

"Yeah. I might have ducked out early. So, you saw Spidergirl and decided to reverse-engineer a formula?" She watched the tunnel flash by, the only light coming from the weak bulbs overhead that constantly hummed at a high pitch, that combined with the stress from her fellow passengers giving her a building headache.

"Um...yeah. I mean...I saw her swinging by and I was just wondering if her webs were organic or if she made them or...well, I saw her wrists and she had these, uh...web shooting things, so I got a sample but they dissolved after a couple of hours so I just started playing around with some of the formulas…"

"Ah. So, was this school-sanctioned research?" She would have been more embarrassed if it hadn't sounded like he was smiling on the other end.

"Um...not exactly." She admitted. "But I got all of my other work done first!" Somehow, over the last few minutes, she'd almost forgotten that this was Tony Stark on the phone. Tony Stark! "Um...anyway, I'll, uh...I should let you go, Mr. Stark."

The man hesitated, then sighed. "Yeah, alright, kiddo. Just, uh...if you need anything, call, okay? Can't have one of my interns…" He cleared his throat, sniffing. "Anyway, have a good night, kid. Stay safe. I'll see you on Friday."

"Thank you, Mr. Stark." She told him, standing from her seat moving over to the door as they approached the next subway stop, making sure to give those men a wide berth. She wasn't about to spend another minute on this train with those guys staring at her.

Hanging up the phone, she hurried onto the mostly-empty subway platform as soon as the train stopped, leaving the guys behind. It wouldn't be the first time she'd had to find an alternate way home because some guys were harassing her...but these guys had been some of the most aggressive. Usually, they just catcalled her a couple of times or sat too close. Every other time, there had been more people on the train too. Pushing the thoughts of them away, she climbed the stairs to the street, shivering immediately when the cold air hit her, rain soaking her almost instantly.

Penny ducked into an alley, looking around to make sure no one was around to see her, then started to pull her clothes off, starting with her scarf and gloves, folding them carefully and putting them in her backpack, then her sweatshirt and t-shirt, then her jeans, leaving her shivering in an undershirt and underwear. Thankfully it was dark, and her senses could always tell her if anyone got too close to seeing her change.

Yanking on her suit, she wished for the thousandth time that she had a portable heater or something...or that she'd made her suit out of waterproof material. Her suit...that was kind of a joke. It wasn't much of a suit. It was a pair of blue sweatpants and a blue sweatshirt, a red sleeveless hoodie. It did very little to keep her dry, but as she pulled the mask over her head and then pulling the goggles over her eyes, everything was instantly a little darker...and a little more focused. The overload that she had learned to live with dampened, and it was like she could breathe a little easier, her headache already starting to recede.

Strapping her webshooters onto her wrists, she stuffed her clothes into her backpack, placing her hands against the brick wall beside her and began to climb. She moved quickly, fingers gripping a little less because of the water that poured down the side. She was used to it though...she'd done plenty of patrolling in the rain. Pulling herself up to the roof easily, she stood, looking at the rain as it poured down onto the concrete buildings as far as her eyes could see. Shooting a web at the closest building, she leaped, feeling her heart flip, her whole body suspended in freefall before she shot another web and swung.

It took her a little longer to swing home than it did to take the subway, and when she finally reached the alley beside her building, she changed out of her suit and back into her normal clothes, shoving the suit into the plastic bag she kept in her backpack for that very reason, then hurried up the stairs to her apartment. Unlocking the door, she found herself immediately pulled into May's arms.

"Baby! You're freezing!" May rubbed her arms up and down her arms. "And soaked...why didn't you take an umbrella?"

"I forgot," Penny admitted, shivering and keeping the scarf wrapped tightly around her neck, even though it, too, was wet, and hadn't done much to keep her warm. She really would have to remember to keep an umbrella in her backpack from now on.

Her aunt pulled away, placing a hand on her cheek and giving her a gentle smile. "Alright, baby. Go take a hot shower and get into some dry clothes before you catch a cold." She ordered, shooing Penny off. "The pizza should be here in a few minutes."

Penny stripped in the bathroom, getting a good look at herself in the mirror and smiling in relief.

Almost all of the bruises were gone.

_**Thank you for reading!**_


	3. Spidergirl

_**A huge thank you to all of my readers and reviews. I hope you enjoy the next chapter!**_

Spidergirl

Spidergirl swung from rooftop to rooftop, releasing one web and freefalling for almost too long before catching herself at the last minute, almost able to feel her feet skim the sidewalk. She was warm thanks to a dry suit and the sun shining down. She released one web at the top of her arc, flipping and then free falling, then shooting another web. It was her favorite...fighting crime was great. Saving people was her responsibility. But swinging through the city...it felt like flying. Like a dream come true.

She closed her eyes, letting herself freefall. And fall. And fall...until the last possible second...then she shot another web. Flying through the air...swinging. Falling. Swinging. Falling. Falling. Falling.

She loved falling.

She loved flying.

Flipping and landing on her toes on a rooftop, she crouched, fingers splayed, sweeping the city with her eyes. It had been a quiet Monday afternoon. She'd saved a girl from a mugger and had stopped a man from breaking into a car.

Okay, to be fair, it had been his car. But he had looked shady! So...she'd webbed him to the ground...and she didn't have anything to dissolve the webs on her at the moment. So she'd apologized and left him there.

The webs would dissolve!

After an hour...or two.

She shook off the guilt, crouching on the rooftop and keeping an ear out for any crime she could stop. Muggings. Break-ins. Drug deals. She tried to stop as many of them as she could. She owed her uncle that much. But for the most part, she found herself giving people directions, helping the elderly with their groceries, and doing tricks for kids...she told herself that these things were helping too.

An almost familiar sound jolted her out of her thoughts and she looked up to find a figure flying overhead, then hovering over the rooftop behind her. She straightened out of her crouch, shoulders stiff, hands clenched behind her as Iron Man slowly lowered himself onto the roof, the metal faceplate covering his face, two little slits in the mask lit up and staring at her. Her stomach clenched and her jaw tightened under the mask. "Spidergirl?" He asked. She felt frozen. The mask flipped up then, revealing the face of Tony Stark. "Spidergirl?" He repeated. She nodded, almost against her will. "Nice to meet you finally."

He knew her voice. She'd just talked to him a couple of days ago! There was no way she could talk to him now...he'd recognize her voice in a second. "So...nice suit." She didn't move, feeling her cheeks heat up under the mask. Of course, he would think her suit was dumb...he built amazing things out of metal and...well, scraps at first. Then...well, he was rich. She was...okay, they weren't poor. But they weren't well off, not by a long-shot. So there was no way she could secretly find and buy materials for the kind of suits she'd drawn up in secret notebooks. "You, uh...you don't...talk?" He asked, hesitant. As if afraid to offend.

Not seeing another option, she shook her head, then, wondering if she was going to hell, she pointed at her ear, making the sign for 'deaf' and silently thanking the universe that her grandfather had been deaf and that she'd grown up learning sign language with him. He'd died when she was nine, but she still remembered enough to get by thanks to the occasional practice she'd gotten with her neighbors on the third floor who had a deaf son. Of course, she wasn't exactly fluent, but she was willing to bet that Tony Stark didn't know sign language.

His eyes widened and her stomach clenched, the guilt overwhelming as concern, then guilt of his own filled his face. "Oh...I'm...sorry." He signed the word for sorry, one of the ones she thankfully knew, and she flashed him an 'okay,' waving off his apology. "I, um…" He slowed down, moving his hands that were covered in metal gauntlets, signing about every other word. "I'm Tony Stark." She nodded, fighting a smile when he spelled out his name. As if anyone didn't know that. "I saw you...on Youtube." He spelled 'Youtube' clumsily, metal covered fingers moving slowly. "Your…" His hands flailed for a moment, and then he pointed to his own wrist, miming shooting a web. "Webs." He said the word, and she laughed, flipping her wrist over and showing him her webshooter. He came a little closer, holding out a hesitant hand before getting a closer look at the webshooter.

"Did you do this by yourself or…". He glanced up, then backtracked when she was silent. "Right...um...you? Make?" He asked pointing at her and then at the device on her wrist. She nodded, guilt sitting like a rock in her stomach. "And the…". He mimed something coming out of the webshooter and she smiled again under her mask at the effort. Penny nodded again, reaching into a pocket to pull out an extra cartridge of web fluid that she held out. "Thanks." He told her, using the sign as well, and she nodded, watching him examine the fluid with a flutter in her stomach.

This was possibly the smartest person in the world. Or, if not the smartest, he was in the top ten. And he was examining her original web fluid. Heart racing, she watched a smile bloom on his face. "That's incredible." He murmured, and she felt her cheeks burn, glad that the mask hid his face.

Apparently lacking the ability to sign what he was feeling, he gave her a thumbs up. Penny waved him away when he went to hand it back, pointing to him and using the sign for 'keep.' He pointed at himself, eyes wide in surprise.

"I...I can keep it?" He asked, finger against his own chest, and then at the web fluid. She gave him the sign for yes, and the smile came back, this one surprised. Grateful. "Thank you." He signed again.

Afraid that she was pushing her luck, and also ridiculously guilty that she was pretending to be a deaf superhero, she waved, then turned and stepped off the room, fighting back her laugh at the shout of surprise that followed her. Waiting until the last minute, she shot a web, then swung a convoluted path through the city, hopefully losing him. She didn't see him around anywhere, but she still circled her apartment five times before climbing in through her window, ripping off her mask and dropping onto her bed, hand on her chest as she caught her breath.

That had been close. Also morally questionable.

Still, just in case, she pulled up a playlist on sign language on YouTube and prayed that there were no videos of her on YouTube talking. Figuring that New York didn't exactly pay too much attention to her, she resolved to be quieter while fighting crime...and also to maybe start a few rumors on the message boards that Spidergirl was deaf.

Thankfully there were only a handful of videos of her on YouTube, most of them low quality, so she was good on that front. Leaving the moral ambiguity aside, she focused on her homework, then studying up on sign language just in case Iron Man sought her out again.

That Friday she raced from her school to the subway, then hurried into through the side door of the tower, flashing her badge to get through security and then looping the lanyard over her head. They'd been given the badges when they'd first gotten the internship and given strict instructions to keep up with them. If they lost them, there was a number that they had to call immediately.

The night before had been a rough patrol. At one point she'd taken a crowbar to the head when she'd interrupted a drug deal, and she was sure her right wrist wasn't broken, but the blue and purple bruising didn't look good...plus she could barely bend it. The gloves covered it though, so hopefully they could stay on. She'd worked with them before...plus the long sleeves. It would be fine.

"Penny? You going down?" Penny hesitated when she saw Raj holding the elevator door, then shook her head.

"Actually, Mr. Stark wanted to see me." She told him, a little sheepish. He snorted, rolling his eyes a little.

"Yeah, of course he did." Before she could decipher that, the elevator doors were closing. Sighing, she hit the up button for the elevator, then scanned her badge and took the elevator up to the 79th floor. Mr. Stark's personal lab.

Her internship badge got her access to Mr. Stark's person lab.

The elevator opened onto a small glass-walled room, and through the glass, she could see the lab. A big lab. Like...huge. Maybe taking up the whole floor! She took a hesitant step toward the door, then paused. She didn't see Mr. Stark. So...should she knock or…

"Good evening, Penny." The voice nearly made her jump out of her skin.

"Um…". She looked around, eyes wide, but didn't see anyone.

"I am Friday, Mr. Stark's personal assistant."

"Right." She muttered. An AI. She'd known about Friday...Mr. Stark had told her about it. But she'd never heard it speak. "Hi. Nice to...nice to meet you."

"It's nice to meet you as well, Penny. Mr. Stark asks that you come on in."

"Right." She muttered, surprised to find that the doorknob worked. Stepping into the lab, she looked around, hesitant and terrified that Mr. Stark was going to pop out of the wall and demand to know what she thought she was doing there. Or demand to know why she was running around the city dressed in a hoodie and sweatshirt and pretending to be deaf.

Instead, he popped up from behind a workbench, eyebrows lifted. "Oh. Hey, kid. What time is it?"

"Um...3...am...was I not supposed to come…" He waved a hand.

"Nope. You're good. I'm running late." He told her with a brief smile as he waved a hand, and the holographic screens surrounding him scattered then disappeared. Spinning in his chair, he jumped to his feet. "You can put your stuff down over there if you want."

She was careful when she slipped her backpack off, dropping it on the ground under a hook in the wall, removing her scarf but leaving the gloves. "Go ahead and take the gloves off too. I wanted to show you something." She hesitated. "Fri, turn up the heat in here, would you?"

"Yes, sir."

And, since she didn't really have an excuse not to, she pulled the gloves off, stuffing them in her backpack, then pulling her coat off and hanging it on the hook. Her sweatshirt still covered her wrists, but she was worried about the ugly bruise that peeked out from underneath her sleeve. She pulled her sleeves down as she made her way over to where Mr. Stark stood. "Take a look." He pulled something out of his pocket and held it up.

She prayed that her surprise looked genuine. "Is that…" He tossed the little vial toward her and she caught it easily with her left hand.

"Got it straight from Spidergirl herself." He told her, looking proud.

"How did you find her?" She asked, genuinely curious as she examined her own web fluid in one of her cartridges. She hadn't really been thinking so much about what she was doing when she'd handed it to Mr. Stark…

Yes, she had.

She had wanted him to look at her formula. She had wanted him to be impressed. Had wanted to prove to herself that what she was doing was impressive. Wanted a little recognition from a real-life superhero genius.

"I flew around the city in my Iron Man suit until I spotted her. Friday analyzed video footage of her appearances and managed to get a pattern" He held out a hand and she gave it back, unable to miss the way his eyes followed her hands. "Did you know she was deaf?" She allowed her eyebrows to lift, a disbelieving smile turning the corners of her mouth.

"Seriously?"

"Yeah." He nodded, reaching into a drawer to pull out a notebook and a pencil. "I need to learn sign language." Mr. Stark muttered, pushing the notebook over toward her. "Alright. Penny Parker. Youngest intern in the history of the Stark Industries Internship program." She smiled a little. "Show me what you've got."

"But...you have the web fluid." She told him, pointing to the little vial in his hand.

"Yes."

"So...don't you already know the formula?" He chuckled.

"Your faith in me is flattering, kid." He told her with a smirk. "But I want to see what you can do."

"Oh...okay." She murmured, picking up the pencil and flinching. School had been awful, and she'd given up on taking notes, deciding to just copy Ned's notes later. None of her teachers had really noticed, thankfully, and she was pretty good at remembering things without having to write everything down.

One of the men had hit her with the crowbar, and while she'd been down, another had stomped on her wrist.

She'd gotten them in the end, but she'd need to repair her webshooter.

Gritting her teeth, she adjusted the pencil in her grip and started to write, her hand shaking as she forced it to make the characters. "Penny?" He asked, seeming confused. She looked up at him, her wrist thanking her for the pause. His eyes were on her pencil...on her shaking hand. "What's wrong? Are you okay?"

"Oh, yeah...yeah, I'm fine." She assured him. He didn't look even remotely convinced, staring down at her hand for a second. "It's, uh...nothing. Just a bruise." She tried to wave him off.

No luck. "Can I see?"

It wasn't an order, but coming from Tony Stark, it may as well have been one. Sighing, she dropped the pencil and carefully peeled back her sleeve to reveal her blue and purple wrist.

He hissed under his breath, his expression soft and sympathetic. "Woah...damn, kid." He murmured, moving closer to get a better look. "What happened?" Mind racing, she tried to think of a good story and went with the first thing that popped into her mind.

"I fell." She told him simply, fully aware that she sounded like a cliche. "On the subway platform. Some guy pushed past me and I tripped." She told him with a self-conscious smile and shrug. His hand carefully encircled her wrist, eyebrows furrowed in concern when even that made her flinch.

"Here." Mr. Stark murmured, gesturing for her to put her arm on the table. She did. "Fri?" Immediately, blue light came from the ceiling, running over her arm.

"It appears as if Penny suffered a mild sprain, but it is healing." He nodded, glancing up at her, and Penny was glad that the AI hadn't mentioned how quickly it was healing.

"I'll be right back." He told her, then hurried over to a cabinet where he pulled out a small white box. Bringing it back over, he opened it and retrieved a white bandage. She started to pull her arm back, shaking her head.

"Mr. Stark it's fine…". She started. He lifted an eyebrow. "You really don't have to."

"I'm just going to bandage it." He told her, voice soft. As if she might be afraid. Well, she was, but not of him. Giving in, Penny handed her arm over once more, and he began to expertly wrap her wrist. "When did you fall?" He asked, turning his eyes back down to her arm. It was strange that he would know how to do this...then again, he was an Avenger. He'd probably had some experience in first aid.

"A couple of days ago." She lied easily. When she got home, she'd tell May the same thing. Penny was sometimes worried about how good she was getting at lying.

"Alright." He muttered, closing the first aid box and securing the bandage "Keep it still for a couple of days, okay? And if it gets worse, go to a doctor. A real doctor...not me."

She nodded, cheeks hot. "I'm sorry, Mr. Stark." He'd invited her up to his private lab and given her a chance to prove herself...and all she'd proven was that she was useless. "I can go...I mean...tell someone else to come up. Raj would probably be able to tell you the formula if he had access to it anyway." The man put the first aid kit back in the cabinet and then moved back to the table, picking up the pencil himself.

"Zip it, kid. I wouldn't have invited you up here if I didn't think you could do this. Now, give me the formula you came up with, then we'll see if ours match." She just stared at him for a moment, and he blinked up at her before gesturing for her to hurry up. "Come on, kid. Before I grow old."

"Oh...right, I'm...sorry." She muttered, then began to rattle off the formula, his hand flying across the paper to transcribe it.

He smiled when she was done, nodding his head. Then, without a word, he ripped the page out, placing it on the table, then pulled another piece of paper out of his pocket and dropped it on the table beside it.

The same formula.

"It's...it's the same." She murmured, eyes huge.

"Yeah. Good job, kid. That's pretty impressive."

"No...I mean...Mr. Stark, you...it only took you a couple of days to do this?" He lifted an eyebrow. "It's just...that's...wow." He chuckled.

"Kid, you did the same thing. It just took you a little longer. You're good at this." She stared at him, wide-eyed. "Believe it or not, I keep tabs on everything you guys do down in that intern lab. Your work is the most impressive by far. The robot, the web formula, not to mention the other work you've done…" He crossed his arms. "Which is why I have a proposal for you. Well...a project."

"Oh...okay…" She nodded. "Yes, sir. I mean...yes!"

He seemed to be fighting a grin. "You don't even know what the project is." She shrugged. It didn't matter. She'd do whatever he asked. "Here." He opened a drawer and pulled out a folder. "This project is going to require some...discretion." He said seriously, voice dropping. "As in, being sworn to secrecy level discretion." She nodded.

"Of course."

"No one can know about this. Not the other interns, not your friends at school...no one." She nodded again. "Alright." He placed the folder on the table and slid it over. Penny opened it, feeling her mouth drop open as she stared at the paper on top.

It was a suit.

A suit, covered in spiderwebs.

"Well?" He asked, a smile in his voice.

"It's...you're going to make her a suit?"

He nodded. "That's the plan."

"But...why?" Mr. Stark lifted an eyebrow once more and she hurried to backtrack. "I mean...of course, you can do anything you want and you...you can make...I mean...it's...it's really cool...if you're...you're going to make her a suit...I mean…" He waited, both eyebrows raised now, and she felt her face turn red. "It's...I mean, since you don't know her and it's...it's...it'll probably cost a lot of money but…" Finally, she let herself trail off, staring down at the plans and wishing the floor would open and swallow her whole. "I...I'm sorry." She whispered, pulling her hands away from the folder and putting them behind her back.

"You done?" He asked, but not cruelly. With a smile. Almost understanding.

"I'm sorry." She repeated.

"Her suit's pretty low tech." Mr. Stark moved past her apology as if it hadn't been said...as if none of her embarrassing ramblings had happened. She was ridiculously grateful. "I thought she might like an upgrade. She could certainly use one. And I thought I'd get my best intern to help."

He didn't say it like it meant anything. It was quiet and simple and calm. But she felt her whole body glow with the words.

His best intern.

Tony Stark had called her his best intern like it was no big deal "You don't need my help." The words escaped before she could think about them, but even though she hated herself for saying them, they were right. Tony Stark did not need her. But he didn't seem mad that she'd said it out loud.

"I thought I could use an outsider's perspective. Think of it as your next intern challenge. Read through that, then draw up a plan."

He didn't need her help. But he was helping her...letting her be a part of a real project. Giving her invaluable experience. And, even though he didn't know it, he was giving her a chance to design her own superhero suit with almost unlimited resources. In Tony Stark's lab. "Okay." She nodded, eager, and he slid the notebook across the table, along with the pencil.

"Alright, kid. Get to work. Be careful of your wrist. Use the tablet to draw if you want."

Mr. Stark moved over to his own workstation and sat down, summoning his screens. She dropped into the chair in front of the table he'd directed her to, opening the folder and skimming the first page once more before turning to the second page of potential designs. And a third page. Designs for webshooters. Ideas for materials. It was all amazing…

She grabbed the notebook and got to work, remembering her own notebook at home. It was secret, hidden away in a desk drawer. But it was full of designs. Better webshooters. Better suit design. Better materials...if she only had the resources. And now...now Tony Stark was giving her the resources. Of course, he didn't know that he was giving her the resources, but still. She worked until her wrist ached, but still, she worked. She didn't care that her wrist was sprained, or that, eventually, every movement hurt. She worked for the full three hours until, suddenly, Mr. Stark was back at her side. "Hey, kid. Ready to pack it up?"

"Oh...um...yeah!" She dropped the pencil, very aware of his eyes straying down to her hand.

"How's the wrist?" She shrugged.

"Fine." She closed the notebook, putting it back on top of the folder, and he waved a hand.

"You can leave that stuff. This is going to be your desk. I'll have someone move the other stuff you were working on up here."

"Oh, I can…"

"Don't worry about it." He assured her. "You ready to head home?"

"Yeah! Definitely!" She jumped up, hurrying over to grab her scarf and coat, along with her gloves, and used her left hand to throw her backpack over her shoulder, then paused when she realized that Mr. Stark was waiting for her by the door. "Sorry."

"What for?" He asked, brow furrowed.

"I didn't mean to keep you waiting…"

"You aren't, Penny." His face went kind of soft again. "Hey." She approached, looking up at him. "I invited you up here, kid. You earned this. I asked for your help on this project." He reached a hesitant hand out, then clapped her on the shoulder. "I just wanted to make sure you got home on time." She nodded, taking a deep breath and smiling a little.

He meant it. He actually wanted her to help him with this suit. Because she was a good intern.

Mr. Stark walked her to the elevator, then joined her, leaning against the wall. "Lobby, Fri." He ordered.

"Can...can anyone talk to Friday?" She wondered, screwing up the courage ask the question out loud. He nodded.

"Yeah. But she only answers to me and anyone else that I authorize. Mostly the Avengers. Pepper. One or two of the people that work for Stark Industries." He glanced down at her, eyes on her wrist once more. It would be healed by the time she saw him again.

But she might have another injury by then.

Hazards of the profession.

"If you need anything while you're here, she'll answer to you too." He told her suddenly, and she blinked up at him in surprise. "I mean, it's pretty low-level clearance, but if you need me, or get lost on the wrong floor again, just call for her and she can help."

Before she could thank him or ask a question, the elevator opened and the two stepped into the lobby where a man she had never seen was waiting. The man didn't look particularly happy as Mr. Stark approached, gesturing for Penny to follow. She did, confused as he put an arm around the man's shoulders. The man rolled his eyes but didn't shrug Mr. Stark off. "Penny Parker, Happy Hogan." He introduced. "Happy, this is my intern, Penny." The man grunted. "Penny, meet your new chauffeur." Penny felt the blood drain from her face. "Happy's going to drive you home from the internship every week."

"Wh...what?"

"Happy Hogan. He'll drive you home from your internship every week." He clapped his hands. "Alright, kid. See you next week."

And then she was left with Mr. Hogan who sighed, jerking his head for her to follow him out the door.

"Come on, kid. I've got things to do."

_**Thank you for reading! **_


	4. Designing a Suit

_**A kind of fillerish chapter. :) **_

_Designing a Suit_

By the time Mr. Hogan and Penny arrived at her apartment, she was surprised to note that he didn't really look all that upset anymore. More...neutral. When she'd first climbed into the back seat of the car, it had been almost oppressively silent. By the time they reached her building, he'd turned the radio on in the background, soft enough that, if she hadn't had enhanced hearing, she might not have been able to hear the words. It was weird to be driven by someone though...like she was some kind of...rich person. Like Mr. Stark.

Mr. Hogan glanced over at the building, then back at her in the rearview mirror, probably noting the guys sprawled on the front steps. They were fine...she knew at least one of them, but she guessed they looked kind of rough if you didn't know them. "Thank you for the ride, Mr. Hogan." She told him, climbing out of the car and grabbing her bag. "You really don't have to drive me...I can take the subway."

"I'll be at your school on Friday, 2:15 sharp. Be ready." That took her back a little...she had thought that Mr. Hogan was just going to drive her home from her internship.

"Sir, I'll really be…"

"Be ready, kid." And then he was speeding off. Penny sighed, dropping her chin to her chest, then hurried into the apartment.

"Hey, Penny." One of the guys greeted, blowing smoke from his nose and lifting his cigarette in greeting.

"Hey, Randy. Julio. Tommy." She grinned, waving as she hurried up the stairs and into the building, then up the several flights of stairs to their apartment. Tommy was the man with the deaf son...she'd need to try and talk with him more. For practice. She flinched at that thought, wondering if that thought made her an even worse person.

May was surprised when she opened their door, looking up from where she'd been cooking.

"Pen? You're early...is everything okay?" She asked, putting her spoon down.

"Yeah, yeah I'm fine." She assured her aunt, standing on her tiptoes to kiss her on the cheek. "Mr. Stark had his driver give me a ride home." May lifted an eyebrow.

"He did?"

"Yeah...I think he was worried because it took me so long to take the subway home. All the other interns have cars so...he had his driver drive me home, and he's going to pick me up after school on Fridays."

"Wow. You have your own chauffeur now." May teased, putting on a silly french accent. She snorted, brushing May's hand away when it shot out to ruffle her hair.

"I do not. He works for Mr. Stark...he's just giving me a ride." For a moment, she wanted to tell May what else had happened...about how she had been invited by Mr. Stark to work on secret things with him in the lab...but at the last minute, she didn't. May wouldn't like to know that Penny was keeping secrets, and might take it the wrong way. And she'd promised not to say anything to anyone.

So she kept her mouth shut, washing up, eating dinner, then heading to her room to do homework. For a moment, she thought about patrolling, but it was late and she didn't want to risk upsetting May if she happened to check on her, so instead, Penny lay down and pulled out her homework and her phone, texting with Ned late into the night before she finally fell asleep.

The next day she spent with May, the two of them heading to the closest bookstore, then walking around the shops and restaurants like they always did, rarely buying anything but having fun together nonetheless. Penny hated that she couldn't talk to May about Spidergirl. Hated that she had to keep such a huge part of herself a secret. But she did...there was no other choice. Not only could it put May in danger, but she was also almost certain that her aunt wouldn't let her keep patrolling.

Okay, completely certain.

"So...how are things at school? How's Liz?" May asked, drawing out the girl's name and grinning at Penny over her coffee. Penny was drinking a hot chocolate and was bundled up in a scarf and gloves as they sat by the window of a coffee shop. Cheeks flushing at the suggestive tone, Penny glared.

"May, she barely even knows I exist," Penny whined a little, taking a sip of her hot chocolate. "We've talked, like, five times outside of Academic Decathlon." It was true. Liz had barely spoken to her outside of their practices. It was understandable...the girl was a senior and Penny was a sophomore. Why would a senior girl give someone like Penny the time of day? Then again, she had a Stark Internship now...maybe that counted for something? She doubted it but...well...it wasn't like she could talk to the other girl about it anyway. Her internship was top secret. Mr. Stark hadn't made her sign anything, but he had asked that she not tell anyone the details. About Spidergirl...about herself. The thought almost made her laugh.

"Okay. So how's the internship?" May asked, taking a sip of her coffee and smiling at her niece's discomfort. Penny wondered, not for the first time, if her aunt could somehow read her mind.

"Um...it's good. Really good."

"It must be if you have your own driver." Penny grinned.

"He isn't my driver." She muttered, flushing.

"Well, it was very nice of Mr. Stark to have someone drive you home. I worried about you taking the subway so late."

"I know, May." And she did. She hated that May worried so much about her. "But I was fine."

"Do all of his interns get their own driver?"

"Oh...um...I don't think so. But they're all older, so they have cars." May hummed, nodded, but still looking suspicious. Of all the things for her to get suspicious about, this was the most ridiculous. Still, it was better than her starting to suspect that her niece was pretending to be a deaf superhero.

Penny kept an eye out for Mr. Stark all week when she was on her patrols, but thankfully, he was nowhere to be found. Still, she spoke to Tommy's deaf son every time she saw him, walking along the third floor of their building in the hopes of running into him and succeeding a few times. She watched youtube videos on ASL and practiced like she had an exam coming up, making sure not to get caught by May who would have some questions about her sudden renewal of interest in learning sign language.

Patrols were mostly tame. She stopped a couple of muggers, a car thief, two bicycle thieves, and gave lots of old ladies directions. While she wasn't patrolling, she texted with Ned or MJ, sitting in various high spots around the city. Something about the bite had made her love being as high as she could get...or maybe she had always loved heights...maybe her powers just made it possible for her to act on it. Still, now that Mr. Stark had found her once on patrols, she was always on the lookout.

She was also careful not to speak to anyone as Spidergirl which was….difficult. Not impossible, though. It didn't seem like anyone was paying all that much attention to her. That wasn't a bad thing, really. She hadn't thought that she'd ever be the same kind of superhero as Mr. Stark...she was the friendly neighborhood superhero. She helped the little guy. But now Mr. Stark was making her a new suit. A real, superhero suit.

When Friday came, Mr. Hogan was, as promised, waiting for her outside her school. She hurried down the stairs, practically jumping into the back seat. "Hi, Mr. Hogan! Thank you again for picking me up."

The man gave a quiet, annoyed sounding grunt, and so Penny pulled out her phone, shooting off a text to Ned that had several exclamation points. Once more, he turned the music on, soft in the background, and that helped a little. Still, despite how grateful she was to him for driving her, especially when she arrived at the tower with twenty minutes to spare for her internship, she felt bad that the man had to drive her. But he worked for Mr. Stark. And Mr. Stark had asked him to drive her.

After thanking Happy, Penny scanned her badge as always, slipping into the building and hurrying to the elevator where she was surprised to run into Jasika. "Hey, Penny! I heard that you made it to Mr. Stark's lab." The girl smiled at her as she leaned against the wall, obviously waiting for the elevator. Penny smiled a little, nodding.

"Yeah. It's really cool." Jasika laughed.

"I bet. Raj is pissed, but your work is better than his anyway." Penny fought a blush, dropping her eyes.

"I don't know…"

"I do." Jasika crossed her arms, looking at her straight on. "You're smarter than him, and he hates it."

"I'm not…". Penny started, making an attempt at modesty.

"Tony Stark made you his private intern. You. Not any of us. I think he would be the best judge." The elevator dinged then, and Jasika put a hand over the elevator door to keep it from closing. "You going up?" Penny nodded, and the girl stepped into the elevator, giving Penny one last smile before descending to the intern lab.

Penny waited for the next elevator, hands tapping nervously at her leg. Mr. Stark had picked her...he'd picked her out of all the interns. He thought she was smart.

He didn't know that she was lying to him. She shook that thought off as Friday took her to the lab, stepping into that same foyer, and hesitating before stepping up to the door. She took a deep breath, then started to tap her knuckles against the door, but it swung open before she could. "Hey, kid. You don't have to knock. You can just come in." Mr. Stark was wearing a black Metallica t-shirt and jeans.

"Oh...um...thanks."

He looked at her as she stepped into the lab, his eyes going from the scarf she had wrapped around her neck to the gloves she wore, this time not because she was hiding any bruises but because she was cold. The glance only lasted for a moment, and then he was gesturing toward the place where she'd left her stuff last week. She carried her backpack over to the hook on the wall, dropping it on the floor, then taking off her scarf. Then the gloves. The jacket. And then cardigan, leaving her in just a sweater. "That all?" He asked, a smile touching the corners of his mouth. She felt her cheeks redden a little as she dropped her eyes.

"I get cold." She told him with a shrug, and he chuckled a little.

"Turn up the temperature, Fri. Pump it up to 71. That sound okay?" He asked. She nodded, surprised. "From now on, keep it at 71 when she's in the lab. Penny Parker Protocol."

"You don't have to do that…"

He waved her off. "I don't mind." Grabbing his tablet and placing it on the desk he'd designated as her work station, he motioned for her to join him. "What do you think?"

Penny sat down in her chair, leaning over and taking a look at the screen. "I drew up a couple of designs. Just the basics." He let her scroll through them, turning the 3D designs around to get a better look. "Now, show me what you've got."

Hesitantly, she opened the notebook she'd grabbed from her backpack, making sure to go to the paperclipped page...Mr. Stark didn't need to see doodles for the computers she was building, or the beginnings of her attempts to try and create her own AI. Ever since she's learned about Friday, she'd been trying it on her own.

Swallowing hard and wishing that her hands weren't starting to sweat, Penny pushed the notebook over, standing back with her teeth digging into her lip. She wished she could be cool and calm like him, his hands behind his back as he bent over her work, giving it his full attention like it was something that was actually important. Fighting the urge to stare at his face while he read through her notes, she risked quick glances instead.

He seemed engrossed, and she could almost watch the cogs turning in his mind. Was he thinking of ways to make her designs better? Or just dismissing them? Maybe they weren't good enough. And, Penny told herself very firmly, that would be fine. He was one of the smartest men in the world. There was no way she should be so hopeful...she was fourteen years old. Why would he be impressed by her work?

The man reached out a hand to the notebook, seeming to look a little more closely as he picked it up, then started to remove the paper clip. She froze, jaw tightening, heart stopping. There was nothing incriminating about her notebook...just web formulas, which he already knew about, and suit plans, along with plans for computers and tech She'd never be able to afford to build. And the plans for an AI that were probably so basic that he'd laugh. But...she didn't want Mr. Stark to laugh at her.

The man paused, fingers on the paper clip, then turned to her, seeming to take in her expression. "May I?" He asked. And how was she supposed to say no?

"Um...yeah. Sure. That's...yeah."

He hesitated, then removed the paper clip, holding it as he flipped through the previous pages. Penny wrapped her arms around herself, dropping her eyes and waiting stiffly. He looked through the pages for a while, then, carefully replacing the paper clip, he sat the notebook down exactly as he'd found it and crossed his arms, regarding her with the same intensity as he'd given the notebook.

"Alright." He finally said, pulling up a rolling chair and gesturing for her to scoot up next to him. She did, doing the very best she could not to freak out at how cool this was. She wanted to call Ned...maybe record this moment. But instead, she focused on the new document he pulled up on his tablet. "Go ahead and transfer your designs onto here. Talk me through your thought process."

And, taking a deep breath and picking up the stylus he rolled over to her, she did.

They worked for almost two hours straight. Every few minutes Mr. Stark asked a question or gave input, pointing to something she'd drawn and either made a suggestion or, once or twice, praised her. Actually praised her. Like...told her that she'd had a good idea. That she'd done a good job.

Tony Stark said the words, "that was a really good idea. I think we can make that work," to her. Penny Parker.

And she hadn't been able to get it on camera.

They weren't quite done after the two hours, and Penny would have been fine to keep working. Heck, she'd have kept working all day and night, had her stomach not growled right in the middle of one of his questions. At first, she hadn't thought he'd heard, because she didn't pause and he didn't say anything. But as soon as she finished talking, he tapped the table and stood up, stretching a little and groaning as he put a hand on his back.

Penny had to admit, she was confused. They still had another hour or so...but then he jerked his head, gesturing for her to follow him. "Come on, kid." She did, jumping up, then closing her eyes for a second when a wave of dizziness hit her, making the edges of her vision go a bit gray. "Penny?" He asked, voice a lot softer. "You good, kid?"

"Huh? Yeah. Yeah, I'm fine." She forced herself to smile and hurried to join him where he'd paused in the middle of the lab. "Where are we going?"

He paused, then started walking again, her trotting at his heels until he reached...a refrigerator. He pulled it open. "Water or soda? Or...um...green flavored sports drink?" Surely enough, in the refrigerator were rows of unopened beverages.

"What?" She asked. He lifted an eyebrow and she quickly realized what he was saying. "Oh...um...water?" He grabbed one of the bottles, passing it to her.

"Turkey or ham?" He asked then.

Penny shook her head. "I….I don't…"

"Oh...are you a vegetarian?" He wondered, seeming concerned.

"No…" She told him slowly.

"I'm making sandwiches. Would you rather have turkey or ham? Or chicken? I think we have chicken in here too."

"You...Mr. Stark, you don't have to…"

"Turkey, ham, or chicken?" He repeated slowly.

"Um...turkey." The man nodded, washing his hands, then putting two sandwiches together as she stood off to the side, shifting from foot to foot nervously. Should she offer to help, she wondered, but by the time she got up the courage, the man had already put the two sandwiches on cheap paper plates.

"We've got chips, popcorn…". He stuck his head in a cabinet that had a white piece of copy paper with the words "food not science" written in what looked to be 14 point Times New Roman taped to it. She tried to imagine Tony Stark opening up Microsoft word and doing any of that but her brain couldn't quite conjure the image. "More chips...wow I have a lot of chips. Um….protein bars. Basically sugar but we don't tell Pepper that. And…". He opened the refrigerator again and pulled out a bag. "Prepackaged baby carrots and ranch."

Penny just stared at him for a long moment as he held up the bag full of tiny packages of carrots almost triumphantly, not sure what was happening. Her brain tried to go back to the beginning...tried to figure out how any of this had happened.

"I…" Penny stammered, eyes shooting around the room, then finally landing on him again. "Mr. Stark, you don't have to…"

"Do you like carrots?" He wondered, speaking as if he hadn't heard her.

"Yeah...yes I….yeah." He plucked a container of them out of his bag, placing it on her plate, then pulled out two individual sized bags of Doritos. Mr. Stark held out a plate to her and she took it, then carried that and the bottle of water over to the card table that was set up in the corner, sitting in a metal folding chair.

"Pep makes me keep food down here...otherwise I'll forget to eat."

"Oh." She murmured, taking a bite of her sandwich and feeling awkward. But before she could try to think of a conversation starter...for a conversation with Tony Stark, he began to talk as if every Friday found them eating lunch in his lab.

"So I have some prototypes for the material for her suit. A few steps above spandex, but in order to make it bulletproof I'd have to sacrifice some mobility...unless I make some really quick advancements in nanotechnology."

"That's what they have in Wakanda, right?"

"Yeah. I've been trying to get Princess Shuri to share her secrets." He grinned as he took a bite. "So what do you think? Focus on flexibility or make it bulletproof?" Penny thought seriously for a moment.

"Flexibility." She told him decisively. He nodded, humming to himself, he pointed a finger at her.

"Agreed."

_**Thank you for reading!**_


	5. Lessons

_**Thank you so much to everyone who has been reading and reviewing! I appreciate you all so much :) I hope you like the new chapter. (Also, this, like all of my ongoing stories, will be ignoring Endgame) **_

Lessons

Penny was somewhat glad that the temperature was dropping, making it plausible for her to wear even more clothing than usual. Tank top. Long sleeved shirt. Sweater. Cardiagn. Winter coat. Scarf. Gloves. That ought to do it, she had thought that morning, wincing at almost every movement. Last night's patrols had been bad. Okay, so all week had been bad. She'd been keeping an eye out for Mr. Stark, hoping not to run into him again before she'd become better at sign language which she'd been practicing like crazy. Still, she had no doubt that Mr. Stark was close to flutent by now if he'd been practicing.

She'd also been making sure not to banter with the criminals she'd been stopping for fear that someone would record her and put it online. And then Mr. Stark would see, and this whole Intern/Spidergirl thing would fall apart. So she fought silently, and she wasn't sure what it was about that week, but there was more gang violence than she was used to, which meant more bruises and a couple of very close shots when one of the gangs had more guns than she'd known about. She managed not to get shot...okay, so she kind of got shot once. Grazed. But thankfully that was on Tuesday, and by Friday she only had bruising and maybe some broken ribs to worry about. Her side was pretty colorful, but as long as she didn't move too much, it was fine.

Sitting in the back of Happy's car, she shivered a little, staring out the window and trying to think of something to say. The man was just as quiet as he'd been the first day, and he seemed to radiate an air of irritation. Of course, he worked for Mr. Stark, and she had a feeling that his official job title wasn't 'Intern Chauffeur.' He'd been waiting for her outside the school just like last week, and after waving to Ned and avoiding the foot Flash stuck out to trip her, flipping him off behind her back, she'd hurried to climb into the car, not wanting to make him wait.

The man sighed in the front seat, glancing back at her in the rearview mirror. "What do you want to eat, kid?"

Penny frowned, pulled from her thoughts. She'd just been wondering if it would be rude to pull out some homework, and hadn't yet decided. "Um...sorry?" She asked.

"Boss said I had to feed you beforehand, so what do you want?"

"Mr. Hogan, you don't have to…"

"Actually I do. So what do you want?"

"Um...anything is fine." She mumbled, somewhat miserable and more than a little embarrassed. Staring determinedly down at her lap, she flinched when he sighed, sounding even more put out than before. "I'm sorry. I don't...I really don't care. We can get whatever's closest."

He was quiet in the front for a moment, and then he sighed. "How about sandwiches?" He offered, his voice a little softer.

"Okay."

He pulled into the parking lot of a sandwich place, hopping out of the car and, not sure if she was supposed to follow, she slowly opened her door, realizing after a second that he was waiting for her, arms crossed, one eyebrow lifted. Grabbing her purse and throwing it over her shoulder, she followed, tucking her scarf more tightly around her neck and shivering as the wind blew. She tried to walk upright, not wanting to slouch over and risk shifting the ribs that were already killing her. He didn't seem to notice, leading her into the sandwich shop where she ordered a sandwich and a bag of chips, but was waved away when she started to pull out her wallet. Mr. Hogan grabbed a bottle of water too, gesturing for the girl behind the counter.

"Oh...Mr. Hogan, you don't have to…"

"Tony's orders, kid. Consider it an internship perk." He handed over a credit card that was so black and shiny that she didn't even see a name on it. The cashier swiped it, lifting a slight eyebrow, then went ahead and pushed a button, handing over his receipt. Without a word, Mr. Hogan led her back out to the ar. "Go ahead and eat on the way." He ordered, starting the car. She nodded, carefully unwrapping the sandwich and putting the chips on the seat beside her, vowing not to get a crumb in this fancy car.

They were backing out when the impact came, her senses going off just a half second before the car plowed into them. She couldn't help the scream...the pain that came as the door on her side caved in, slamming into her already broken ribs. Wrapping an arm around her side, she gasped as Mr. Hogan swore, slamming on the breaks and pulling forward back into the parking spot before turning the car off.

The other car hadn't been going that fast…they'd just been pulling into the parking lot from the street, but it had hit her hard enough that she had to breathe through her teeth, refusing to make any noise. Mr. Hogan jumped out of the car, and she expected him to start yelling at the other driver or to call the insurance company. Instead, he raced over to her side of the car, yanking the door open and putting a careful hand on her back. He was talking then, but not to her. "Yeah, Tony. Some moron hit us on the passenger side. Yeah." Penny frowned at that, then realized what he must have pulled out his phone.

He'd called Mr. Stark.

"Are you okay? Penny?" Mr. Hogan asked, that gentle hand still on her back. "Here, let me see, kid." His hand started to move to her side but she stiffened.

"No!" She gasped out, jerking away from him, and immediately his hands went up. He must have hung up the phone because it wasn't in his hands anymore. "I'm fine. Don't."

"Easy, kiddo. I'm not going to hurt you. Just want to see the damage." He spoke slowly as if she were a child.

"I'm fine." She insisted, getting her breath back.

There was something in his eyes then, his lips pursed together. "If you don't let me look, I've got to take you to the hospital. If you let me take a look and it's nothing, Tony said I could just bring you to the Medbay." He was as serious as before but gentler. Nicer. It was a tone she hadn't suspected from him. "I just need to look and see if you're okay. I was Tony's bodyguard for a long time, Penny. Got all kinds of first aid training. I'm not going to hurt you. Promise."

She sighed, not seeing any way out of it. His hand on her shoulder guided her as she sat back against the seat, and carefully, she shifted the many layers of clothing so that she could pull the side of them up, revealing what she knew were a rainbow of bruises. He hissed under his breath beside her, shaking his head and looking more concerned before.

"Shit, is she okay?" Another voice asked, and Mr. Hogan whirled on his heels, his body blocking her.

"Just leave your insurance information. Here." He handed the man a card that she assumed had all of his information on it.

"I'm so sorry...I didn't see you…"

Penny pulled her clothes back down, hoping he hadn't seen the bruises that extended around to her back and stomach. Wrapping her scarf more tightly around her neck, she stared down at her untouched food as Mr. Hogan got rid of the other guy who'd left his information scrawled on a napkin. "You alright, kid?"

"I'm fine, Mr. Hogan."

"Just call me Happy. Everyone else does." He dismissed. "Why don't you move up to the front. It's fine to drive." She nodded, and without a word, he took her food and the bottle of water, then held out a hand. Penny hesitated before taking it, grimacing but trying to keep her expression neutral. He propped a hand under her elbow, looking grim as he steadied her. "I think you might need a hospital, kid." She shook her head.

"It's fine. Just a bruise." Penny lowered herself into the passenger's side, taking the food back when he handed it to her.

"If you've got broken ribs…"

"There's not really anything a doctor can do for broken ribs." She interrupted, knowing that it was kind of rude to interrupt him like that but growing desperate. She couldn't let them find out. No one. The man climbed into the driver's seat, then hesitated, hands resting on the wheel.

"Penny.."

"Please. Mr. Hogan...Happy. I'm fine. Just let me go to the internship. Please." She all but begged. He was quiet for a long time, then nodded, apparently giving in.

"Alright, kid. Go ahead and eat that."

She did, eating her sandwich and chips, hungry despite herself. It wasn't quite enough, but it was something.

Mr. Stark and Miss Potts were waiting for them when they arrived at the tower, both of them in the lobby when she entered with Happy. Mr. Stark gave her a once over, but it was Miss Potts who stepped forward. "We have a doctor waiting in the medbay to look you over." Penny shook her head. No way she could let a doctor see. They'd know that those bruises didn't just come from a minor fender bender.

"I'm fine, really Miss Potts." She told the woman, taking an unconscious step back. Her eyes darted over to Mr. Stark who watched the exchange with a strange expression. "Please. I'm fine." Miss Potts looked upset, but Mr. Stark chose that moment to step in, pointing a finger at her.

"If you pass out in my lab, you're on dish duty for two weeks." He warned, no real threat in his voice.

"Tony…"

"She's fine, Pep. See. Walking and talking and everything. Let's get back to work."

Gratefully, Penny followed him to the elevator, subtly leaning against the wall as they started their ascent. She knew he was glancing at her, but she kept her eyes forward, her backpack slung over her left shoulder which had fared better. When they reached the lab, he gestured for her to head over to her usual place to drop off her stuff and she did, pulling off several layers until she was left in just the sweater and undershirts.

The heat was obviously on, which was nice, especially when she had to pull her gloves off as usual. "Let's get back to webshooter combinations." He suggested, and the two of them sat at her desk, both drawing up ideas on their respective tablets.

They worked together for a couple of hours, taking a break halfway through to grab water and stretch. He introduced her a little more properly to his robots, and her favorite was Dum-E who patted her on the head with his claw, making her laugh.

"The suit' really coming along." He told her as she was getting a closer look at Dum-E's claw.

"I think we might have enough webshooter combinations." She told him, trying not to sound bemused, but he snorted anyway.

"Maybe you're right. Alright. Brainstorm time. What else can we put in the suit? What would you want in a superhero suit?" For a second, she was sure her heart stopped, but when she turned to glance at him, he was tapping his pen against a table, seeming deep in thought.

"Me?" She asked, voice coming out a little squeaky.

"Yeah." He told her carelessly, waving a hand. "Pretend we're making this for you. What would you want in a super suit? She's probably only a few years older than you...in college, probably."

"Really?" He glanced up. "I mean...I didn't get a great look at her when she swung by."

"She's about your size. I'd say she's on the young side. Why else would she just decide to start doing this whole Spider thing now?" Penny shrugged. "Okay. Things you'd want in a super suit. Go." He pointed at her, waiting. "Lightning round. Whatever comes to mind. There are no bad ideas."

"Um….a heater." She told him and he lifted an eyebrow, looking amused.

"A heater?"

"You said no ideas were bad ideas." She told him a little defensively, and he snorted.

"You're right. I did say that. Fri, start a list."

"Yes, boss."

"Okay. Heater. What else? How about...parachute." She shrugged and he gestured to the ceiling. "Add that to the list, Fri. Next?"

"An AI." The words were out before she could think about what she was saying, and as soon as she'd said it, she wanted to take it back. It was too much to ask. Programming an AI was a serious task...one that would take a long time. How was she supposed to ask him to do something like that?

But he was nodding, a slow smile spreading over his face. "An AI." He repeated slowly.

"Yeah, like Friday." She spoke hesitantly. "To help her out. But...with a screen. Text-based in addition to the audio output."

"Why keep the audio?"

"She can feel the vibrations. Make it more lifelike." He nodded, crossing his arms.

"How would she communicate with it?"

"Um...tapping. Morse code. Maybe she can talk but she doesn't like to talk around people...so if she could talk to it…"

"Right. How do you know she knows Morse Code?"

"I don't." She shrugged. "We could make it an option. And...maybe add the option to sync with a phone so she can give commands that way? Um...sign language? Would it be possible to have he communicate with an AI through sign language?"

He put a hand over his mouth thoughtfully, then nodded. "Maybe. Friday can recognize gestures. So...maybe." He was staring at her...almost impressed. It was ridiculous of course. There was no way Mr. Stark was impressed by her, some random fourteen-year-old intern. Anybody could have thought of that. But still, he was smiling at her. She smiled back, dropping her eyes to the ground. "That's good. That's...an AI...an AI for a deaf superhero. A superhero who is deaf? I'll have to ask which she prefers." He was muttering to himself, still smiling, obviously working it out in his own mind as Penny tried to come to terms with the fact that Tony Stark thought she was a superhero. "Friday, start research. Get me some ideas on how this could be possible."

"Yes, boss."

"Alright. Have you ever programmed anything like an AI?" She shook her head. "I saw in your notebook...you've started drawing up plans for one."

"Um...yeah, but...I don't...I don't really know…"

"Okay. We've got about…" He checked his watch. "An hour left. Let's get started." He gestured for her to follow him and he did, sitting at her desk once more. "Grab your notebook." She did, turning to a fresh page. "Alright, I'm going to go fast, so try to keep up and ask questions if you need to. Lesson one."

Wondering how on Earth this could possibly be her life, she grabbed a pen and started writing, pen flying across the page as her personal hero gave her a private lesson on programming.

_**Thank you for reading.**_


	6. Pepper's Interlude

**_Thank you so much to all of my wonderful readers and reviewers! I appreciate you all so much :) _**

_6\. Pepper's Interlude_

Pepper's heels clicked on the ground as she hurried down the hall without seeming to hurry, her eyes firmly forward, Stark tablet under one arm. No one stopped her, of course. Ever since she'd started working for Stark Industries and, more importantly, Tony, she'd learned that she could go pretty much anywhere she chose as long as she looked determined.

Her…boyfriend? Ex-boss? Friend? Tony. Tony, was down in the lab, of course, where she usually found him. She tried not to let her emotions show on her face…tried not to let anyone know that she was upset. Of course, Tony would know. He'd always been able to tell when she was upset and thus had often tried to upset her hoping to get a rise out of her. She'd done her best to deny him that pleasure as often as possible, at first with irritation, then, as the years had passed, with growing fondness. Now, however, she was properly upset.

She didn't knock on the door to his lab, just went in, and he seemed to be expecting her. The man stood by one of the many desks, hands behind his back, staring up at a screen with a picture of Penelope Parker in one corner. The picture from her Stark Industries Internship badge. "You know that she works for SI right?" Pepper asked, fighting for patience. The man in front of her sighed, not turning around but not arguing. "And that we are liable if she is injured here. You know that, right?"

"She wasn't injured here." He dismissed, but his voice was soft. Thoughtful. Like he had a puzzle to solve. And she knew it was pretty much pointless to try and talk to him when he was like this. But she had to try.

"She was injured in a car that belongs to you driven by a man employed by you on her way to an internship at Stark Industries. Not only that, how do you think it will look if it gets out that we didn't even have her looked at by a doctor?" She asked, struggling to keep her voice level. "She's fourteen, Tony. We have to accept some responsibility for her."

"She's said no, Pep. What did you want me to do, tie her down?" He asked, eyes never leaving the screen. He did this, sometimes. Gave whoever he was talking to 10% of his attention while the other 90% focused on work. And he knew she hated that.

"Tony…". She started, the word a sign. She was tired. It was the end of a long day of meetings and paperwork, and she just wanted to go up to their floor and relax on the sofa with Tony. But he was thinking, and once he got to thinking, it could be hard to get him to stop.

There was something about this intern that had captured his attention. And Pepper was glad…the whole internship thing had been her idea, a way to help some local kids and also get some good press for the company…not to mention training some prospective new talent. At first, Tony had been hesitant. Hadn't wanted high schoolers running around the building unsupervised. But Pepper has pushed and he'd given in. Agreed to give them some things to do…projects to work on. And then that girl had come up to the Avengers meeting and…he'd somehow gotten curious about her.

She did good work, that much was for sure. She was bright. Very polite. Hesitant, at times, but that was to be expected from a girl as young as she was. Tony had been upset about her taking the subway home and had tasked Happy with giving her a ride. Pepper wasn't sure why it bothered him so much…teenagers took the subway all the time in New York. She certainly had. Then again, Pepper didn't know how far away the girl lived.

"She was scared." Those three words brought Pepper's thoughts to a screeching halt as she remembered the interaction she'd had with the young girl. As soon as she'd walked in, the girl had been looking for a way out. Penny had taken a step back when Pepper had stepped forward…and her eyes had darted around the room, looking for an escape. At the time, Pepper had been too focused on her own worry. It wouldn't look great in the press if someone found out that a stark industries intern was injured in a car crash and not treated for any injuries. And she'd figured that Penny just hadn't wanted to put them out…to cause trouble.

"Why would she be scared?" She asked, moving closer to Tony and staring at the picture on the screen, so close to his side that their shoulders touched. He reached out an arm, encircling her waist and pulling her close as if unconsciously.

Penny Parker. Fourteen years old. Sophomore in high school. In all AP and advanced classes, and, considering she'd caught the attention of Tony Stark, most likely a genius.

"That conference next week…the expo…where is it again?" He asked instead of giving her an answer.

"DC." She told him hesitantly. He'd resisted going, insisting that he didn't want to give a speech or talk to second rate scientists, but she'd asked him to go and so he'd said yes. It would be good press anyway. "We leave Friday night and return early Monday morning, so you won't miss your internship."

"Who all is going?"

"You. Me. Rhodey. Natasha. We wanted a couple of people to represent the Avengers."

"I need an intern to come with us." She balked, jaw dropping.

"What? Why?"

He smirked. "Oh, you know. To follow me around, fetch me coffee, carry my briefcase."

Pepper had known Tony for what felt like half of her life. She thought she had a pretty good grasp on his personality. And although the man had always had a public persona that screamed narcissist, he'd never made interns fetch him coffee or carry his stuff. Or…do anything, really. Hell, Tony had never really had interns. But he had that look on his face and she knew it would be easier to just humor him.

She took a deep breath, pulling out her tablet to make a memo. "Okay. I'd say out of all the applicants, Jasika would be…"

"Penny." She gave him a look, but his expression told her he was dead serious. "I want to bring Penny to the conference."

Pepper hesitated, but she knew that it would be pointless to argue.

"Fine. I'll give her a call."

_**Thanks for reading! **_


	7. Flying Spider

_**Thank you so much to everyone who has read and reviewed! I really appreciate it! 3 **_

Flying Spider

The call came at 8:30, after Penny and May had eaten dinner (loaf of some kind...maybe meatloaf?). Penny was in her room, finishing up some reading for class when it buzzed on her desk. She frowned at her phone...Ned never called her. Ever. Like...unless it was an emergency. Neither did MJ...or...anyone. All of her friends just texted. Which was great. Because she hated talking to people on the phone. She had it set up so that phone calls didn't even come through unless they were from someone like May or anyone else on her contacts list.

So when she picked it up, she was surprised to see Miss Potts' name and number. She'd never actually gotten a call from the woman who was her boss's boss's boss's boss's etc etc. She had no idea how she suddenly had both Tony Stark and Pepper Potts' phone numbers. But still, she picked it up, stammering a little in her greeting. "Um...hello?"

"Hello. Is this Penny Parker?"

"Yes...yes, um...Miss Potts?"

"Hello, Penny. I'm sorry to bother you at home so late."

"No...no, that's...fine." She stuttered.

Miss Potts hesitated for a moment. "How are you feeling?"

"Oh...I'm fine. It was just a fender bender...I can barely feel lit."

"I'm glad to hear it. If you need a doctor, let me know and I'll take care of it." Penny hummed some kind of answer, hoping to deflect. Miss Potts seemed to understand that she didn't want to talk about that, and so she moved on. "The reason I'm calling is that there is a conference next weekend and I would like for you to accompany us. We would be leaving Friday evening and returning late on Sunday." Penny blinked, staring straight ahead at the wall behind her desk for a moment.

"You...want me to come with you?"

"Yes. We need an intern. Mr. Stark likes to have someone to fetch his coffee and carry his briefcase." There was something strange in her voice as she said those words...like she didn't quite believe them. "It's all expenses paid, of course. You'd have your own room at the hotel and some free time to look around the conference. It's in DC, so you'd be welcome to look around the city as well. Happy will be coming as well."

"DC...Washington DC?" Penny clarified as if there was another one.

"Yes." The woman answered, a smile in her voice. "We would need to get your aunt's permission, of course, but if I could speak to her on the phone, that would suffice."

"Oh...right….yeah. I can get her. Um...just a second. Please." Jumping up and placing a hand over the mouthpiece, she raced back into the kitchen, waving a hand at May to get her attention. The woman lifted her eyebrows, crossing her arms and smiling a little.

"I thought you were going to do homework."

"Miss Potts called. She needs your permission for me to go to a conference." She stage whispered.

"A conference?" May matched her tone, then took the phone that Penny held out. "This is May Parker." A pause. Penny could mostly hear her words...it was the same spiel that she'd given Penny. May interjected with the occasional 'I see' or 'really?' Finally, May gave her a once over, nodding a little. "Of course. She'll need to come home after school that day, and I can bring her to the tower. I'd like to speak to Mr. Stark if he wouldn't mind."

Miss Potts paused, then spoke again, more softly. "Of course...I understand. I'm sure he'd be happy to speak to you."

"I'll bring her by at 5 o'clock if that would be alright."

"That would be perfect, Mrs. Parker. Thank you." May ended the call and handed it to Penny, lifting an eyebrow.

"He wants you specifically?" Penny felt her stomach drop a little at her tone.

"I'm the intern he's been working with the most."

"You're his personal intern." May crossed her arms, leaning against the counter. "Do you like working with him?"

"Yeah! He's a great teacher. He's really patient and nice...and he's teaching me how to program an AI." For a second, she worried that she'd said too much, but May didn't seem interested in asking any questions about the actual programming or why she would be programming an AI.

"And that's all he ever does. He teaches you."

Penny felt her eyes go wide. "Of course. May! He wouldn't...he's really nice and he would never...he wouldn't do that!"

May looked at her for a moment, then softened, nodding a little. "Alright. But you know that you can talk to me, right? About anything?" Penny nodded, and her aunt pulled her close, kissing her forehead before resting her cheek on Penny's head.

"Of course I do."

"And you know that it's my job to protect you." Penny nodded again. "I still want to meet him...ask him about the internship." She sighed and May laughed a little. "Don't worry. I won't embarrass you. I'm not just any aunt, you know." Penny groaned, throwing her head back and pushing away to go to her room. "I'm a cool aunt!"

"I shouldn't have let you watch that movie!" She called, letting her door shut behind her and smiling a little when her aunt laughed.

When they arrived at the compound at 4:55 on Friday afternoon, Miss Potts was waiting outside, hands clasped, a smile on her face. May pulled into one of the available spots in the front circle and they both climbed out, Penny with her backpack that had her laptop and some school work, and a small duffle bag with her clothes. Miss Potts had sent her an email assuring her that the clothes she normally wore to the internship would be fine, but she'd packed black dress pants and flats along with some nicer button-up blouses. May had watched her try on every outfit and has promised that she looked very grown up and professional.

For the moment, she was wearing jeans and a nice blouse, plus one of her cardigans (she'd packed another), gloves, a scarf, and a coat. This week's weapon of choice had been a crowbar, and two nights ago she'd gotten hit hard enough in the back of the head that she'd seen stars, but luckily she'd webbed all the guys up. Otherwise, it was just the normal bruises. She had always bruised easily, and now that she was swinging around Queens and fighting criminals, it was worse. Her arms were covered in them, mostly from the elbow up, so that was good. Her side had healed, but she had a huge, blueish-greenish mark on her knee that still hurt from where she'd landed on it two nights ago (after the blow to the head.)

But she wasn't too worried. Her clothes would cover her, and there was no reason for anyone to see her knee or her upper arms. Or the back of her neck where a huge guy trying to break into a liquor store had grabbed her. She figured that would be completely gone by the next day, since it had happened three days ago.

"May…". She started, glancing around, but her aunt just smiled.

"Don't worry, baby. I promise not to embarrass you in front of Iron Man."

Not believing her for a second, Penny followed the woman, slinging her purse over her shoulder, and Pepper stepped forward, reaching out a hand to May who took it. "Nice to meet you, Mrs. Parker."

"It's nice to meet you too, Miss Potts." The woman smiled at both of them, then led them inside to the lobby, and Mr. Stark, who had been talking to Steve Rogers...as in Captain America himself, turned to greet them.

"Excuse me. Just had some Avengers business to wrap up. Mrs. Parker. So nice to meet you."

"Hello, Mr. Stark." May's tone had cooled a little, and she reached a hand over to the back of Penny's neck, squeezing in what would have been a protective manner had her fingers not hit one of the bruises. Penny fought a flinch, working hard to keep her smile. Mr. Stark's eyes cut over to her for just a second, and then he held out a hand that May shook. "I'll admit, I was surprised when Miss Potts called. I didn't know that this internship would involve travel."

Mr. Stark nodded. "It was sort of a last minute thing. I thought it would be a good opportunity for Penny to see what some of what is being developed in the science field."

"Do you usually only take one intern to these conferences?" Penny dropped her eyes, praying that he wouldn't be offended. He didn't seem to be.

"Yes, usually. We only take the top intern to events like this."

"And what exactly will she be doing?"

"Usually interns follow myself and Miss Potts. Sometimes they get coffee. Or snacks. And she'll get free time to explore the expo."

"Supervised?" May asked, words soft and a little sharp. Penny felt herself flush, but didn't dare look up.

"My bodyguard will stay with her if she leaves the building. We take every precaution to ensure that our interns are safe." He assured her, not sounding upset at all. No...his tone wasn't upset. It was...something else. Maybe suspicious. But that was ridiculous. As soon as the thought occurred, she pushed it away. Besides, May didn't seem to think anything was amiss. She was just being her usual brand of protective.

Beside Mr. Stark, Captain America cleared his throat a little. Penny, having almost forgotten that Captain America himself was standing there, jumped a bit "Forgive my manners. This is Steve Rogers."

May held out a hand, smiling a little softer now. "Of course. Hello, Mr. Rogers."

"Please, just call me Steve. It's nice to meet you." Then he turned to Penny with an equally kind smile. "Hello, Penny. It's good to see you again. How are you?"

Penny had met Steve Rogers exactly once, during which she'd spilled coffee on herself. And he'd remembered her name? Still, her aunt gave her a look, one that said 'you'll be telling me about the fact that you know Captain America later.' Penny gave her a tight, almost apologetic smile. "Oh...I'm fine, thank you, Mr. Rogers. How are you?" He gave her a warm smile.

"It's just Steve. And I'm pretty good. Wish I were coming along. It's supposed to be a pretty interesting conference. Nat's excited."

Penny furrowed her eyebrows. "Nat?" She wondered.

"Natasha."

"Wait..the Black Widow is coming?"

Mr. Stark smiled down at her, softening. "She is. As a matter of fact, Happy is getting the car ready and everyone else is waiting for us." Penny shot her aunt a look that she sincerely hoped conveyed 'see more people are going than just me! And there will be two women besides me! It's perfectly safe.' She wasn't sure if her objective was accomplished but her aunt nodded anyway.

"Of course. It's was nice to meet you Mr. Stark. Steve. Penny, call me tonight." She reached out, squeezing Penny's shoulder, and Penny was both relieved and a little sad that she didn't try and kiss her cheek or anything.

"Love you May." Her ain't gave a faint smile, glancing at Mr. Stark one last time.

"Love you." And then Penny was following Miss Potts to the side door where, just outside, a fancy black van was waiting. Happy was standing beside it, reaching out to take her bags before she could say hello.

"Oh...hey Happy! I can carry...um...okay…". She muttered as he took her duffel bag and threw it in the back where a couple of suitcases already sat. "Thanks."

"Hey, kid. Get in." He ordered, his small smile softening the words. She did, climbing in the back as directed. There were three rows of seats in addition to the front seat...like a soccer mom van and she edged her way to the back, careful not to hit anyone with her purse or her backpack.

Tony Stark owned a soccer mom van! She wondered briefly how many cars Mr. Stark had.

In the front was Happy, who was driving, then the Black Widow and who she was about 75% sure was War Machine (or Iron Patriot...whichever he preferred) and then Mr. Stark and Miss Potts climbed into the seat right in front of her. Surprisingly, Mr. Stark turned in his seat, an arm around the back as he moved to face her.

"Sorry about the short notice, kid."

"Oh...no, that's...that's fine…" She promised. "Thank you for letting me come."

His eyes turned soft. "Sure thing, kid. You're the perfect person for the job."

"And...um...what exactly is the job?" She asked, hesitant.

"Eh. You can just make sure I have coffee." He waved the question off, gesturing to her backpack. "You got homework? It's about a forty-minute ride to the compound where we're getting on the plane, so you can do your homework or read or nap...whatever you want."

"I...I have some homework…" She peered past him at the Black Widow and War Machine who hadn't turned around in their seats. He followed her gaze and leaned forward, poking at Natasha Romanoff's shoulder. She turned, lifting an eyebrow. "Guys, this is my intern, Penny Parker. Penny, this is Natasha and Rhodey."

"Miss Romanoff...Colonel Rhodes...it's...it's so good to meet you…"

The woman gave Mr. Stark a look, then turned to Penny with a smile, Colonel Rhodes turning as well. "It's nice to meet you, Penny. You can call me Natasha."

"Everyone else calls me Rhodey, so you might as well." Colonel Rhodes offered, waving a hand and smiling as well. "It's nice to officially meet you, Penny."

And then everyone turned back around in their seats, minus Mr. Stark who watched her for a second longer as she pulled her book out. When she glanced up and met his eyes, he gave a quick smile. "You cold, kid?"

"I'm okay." He nodded, eyes going to her scarf, and then he turned around in his seat.

By the time they got to the compound, Penny was done with most of her work, and she hopped out of the van easily, throwing her backpack over her shoulder. The plane was obviously a private plane...of course. Happy grabbed all the bags, loading them up, waving Penny off when she offered to help.

So instead she tightened her scarf and jacket and headed up the stairs to the plane, staring around in wonder. "First time on a private plane?" Natasha asked from her seat towards the front, lips quirked in amusement.

"First time on any plane." She admitted, waiting to be told where to sit but not wanting to look like it. Across the aisle from Natasha, Colonel Rhodes sat, holding what looked like a novel. A few rows back across from what she assumed was a minibar, Mr. Stark and Miss Potts sat together. Mr. Stark was the first to glance up and her and he gestured for her to come on back.

"Sir wherever you want, Pen." He gestured around the plane, so she took a seat behind his, curling up in the chair and pulling the sweater more firmly around her. "Cold?" He asked, standing from his seat and pulling a blanket out of a compartment over her head and tossing it to her.

"Thanks."

"The flight's only a couple of hours." He gestured to the mini bar. "There's soda and water in there if you want any."

It quickly became apparent that this wasn't going to be anything like what she'd seen of planes on TV. At least, not coach. Her seat reclined almost all the way back, and there was a long footrest like a recliner. A small screen swung out of the wall and appeared to have all of the movies.

Every last one of them.

Curling up in the seat as the plane took off, she stared out the window, popped her earbuds in, and tried not to think about the fact that her parents had died in a plane crash. She was in a plane full of superheroes….well, Iron Man, Black Widow, War Machine, and Pepper Potts. She was sure Happy was pretty useful in a crisis too. Once they were in the air, she pulled out her homework once more and decided to get it finished.

"Studious, aren't you?"

Penny glanced up, having heard the Black Widow approach but not thinking that she would stop to talk to her. "Uh...yeah, I'm almost done. Just have some chemistry to finish up." The woman nodded, then headed to the mini bar, grabbed two sodas, and brought Penny one. "Oh! Thank you, Miss Romanoff."

"Just Natasha." The woman sat across from Penny, taking a long drink as Penny hesitantly closed her book. "So. Penny Parker. Youngest of the Stark Industries Interns and also, objectively, the most impressive." Penny glanced around, unsure of what she should say to that. "What do you think of the internship so far?"

"It's...it's amazing."

"Yeah? I never could understand what Stark was rambling about when he goes on about science. I suppose you do." It wasn't a question, but she still felt compelled to answer.

"Oh...sometimes. I guess." She opened her own soda, needing something to do with her hands.

"I think you'll like the conference then. Lots of science and scientists showing off. Tony's giving a talk, and Rhodey is going to say something about the Avengers." She waved a hand. "I'm just there to look pretty."

Penny sincerely doubted that. Natasha Romanoff was there for a reason. She had to be. "Do you know what I'll be doing?"

Natasha regraded her for a moment. "He doesn't usually bring interns. Maybe you'll just get to see the exhibits and listen to the talks." Before Penny could comment on that, the plane shook a little, dipping down in the air just enough that her stomach flipped. It was one thing to swing through the city when she was in control of where she was going. It was another to be in a giant metal cylinder that trembled and rattled through what she guessed was turbulence.

Natasha didn't seem worried, and Penny did her best not to seem worried either, biting down on the inside of her lip and taking deep breaths. "It's okay." The woman told her softly, reaching out a hand and placing it on Penny's knee. She stared up at the assassin, dumbfounded. "Just turbulence. It happens on almost every flight." Penny gave a sharp nod, pulling the blanket more firmly around her lap. "I looked into you." The woman admitted then, almost sheepish, but not quite. "Just the public records. You're very intelligent, of course. Excellent grades. Live with your aunt." She waved a hand as though Penny's heart wasn't pounding. "And...your parents."

That...wasn't where Penny had thought that was going. "Oh...yeah…"

"They were geneticists who worked for SHIELD, right?"

"Yeah, they did." Penny nodded, glad that they were getting off the topic of her for a moment. "I didn't know until later, but they were some of the top scientists there." Penny hesitated. "Did you ever…?"

"Meet them? No. I wasn't with SHIELD yet. But I did hear a little about them. They were brilliant. It looks like you inherited some of that." Natasha's smile was nothing but kind as she stood up, the turbulence long over. "I'll let you get back to your work." Moving quickly, she put a hand on Penny's upper arm, giving her two quick pats before moving back to her own seat. A little confused, Penny pulled her homework out once more and finished up as quickly as she could, eager to focus only on the conference.

_**Thank you for reading!**_


	8. The Conference Part 1

_**Sorry for the delay! Thank you to everyone who has been reading and reviewing! :)**_

The Conference Part 1

Penny smiled as the plane started its descent, placing her hands on the armrests at her side. Landing was almost as much fun as taking off. Penny loved flying...okay, she liked it best when she was in control of it. But after a couple of hours on a plane, the last part, the part where the plane touched down and she could feel how fast they were going...it made her stomach flip in the best way, eyes closing as she reveled in it. She could almost imagine she was swinging as Spidergirl. That she was flying through the city.

For the remainder of the journey, no one else had really spoken to her. Mr. Stark had checked on her twice to make sure that everything was okay...that she wasn't hungry or thirsty. That she wasn't too cold. And that was nice. She'd have to tell May. For some reason, May didn't seem to completely trust the man. But she trusted Captain Rogers and, it seemed, Miss Potts. She wasn't sure what her aunt had against Mr. Stark, but hopefully, the woman would get used to the idea of Penny interning for him, not to mention all the opportunities that would come with this internship.

May had always been protective, and Penny guessed she couldn't really blame her. Penny was all she had left, now. Since her parents and Ben, it had been just May and Penny. And ever since she'd been little, since she'd come to live with her aunt and uncle, May had been her mother. She'd never called her that, but still, that's what she was. She kept tabs on Penny and her friends, had Ned and MJ over, let them stay over whenever they wanted...she did her best to cook and keep the house clean and make sure Penny knew that that apartment with May, was her home.

So Penny appreciated her protective streak, even when it embarrassed her a little.

When they touched down, the plane shook and seemed to shudder, and Penny made sure not to grip the seat too hard, pulling her scarf more firmly around her neck. Sure that everything would be fine, Penny kept her eyes downcast, making sure that no one could tell that she was nervous. Once the plane finally came to a stop, everyone jumped up, Mr. Stark and Miss Potts leading the way, then Rhodey and Natasha, who waited for Penny, Happy trailing behind. Natasha held out an arm, gesturing for Penny to step ahead of her, and she did, smiling back at the woman.

There were two cars waiting for them at the airport, and the groups split up, Happy, Mr. Stark, and Miss Potts heading to one car, the others climbing into the other one. Before she could doubt herself or wonder which car she should go to, Mr. Stark gestured to her. "Come on, kid. You're with me." He called, and, to her surprise, Happy and Miss Pots climbed into the front seat while Mr. Stark got into the back seat with her. Placing her backpack and purse on the floor between her feet, she tightened her scarf, making sure her cardigan was covering her wrists. "Still cold?" He asked, lifting an eyebrow.

She shrugged a little sheepishly, hoping that Mr. Stark didn't stop believing that excuse anytime soon. Of course, she really was cold. But more importantly, the bruises on her neck and upper arms needed to stay hidden. "Mind turning up the heat, Hap?" He asked, and Happy did just that.

"Thanks," Penny muttered, wishing she could sink into the seat...disappear. But no one seemed bothered. In the front seat, Miss Potts and Happy spoke about the schedule for the rest of the weekend and beside her, Mr. Stark pulled out his phone. No one was focused on her. No one was bothered by her. It made her feel better, so she pulled out her own phone, shooting off a text to Ned, and one to May assuring her that she was fine, that they'd landed, and that everyone was being very nice.

The car took them straight to the hotel, which was huge. And beautiful. Of course. Penny shouldn't have been surprised. It was Mr. Stark...he wouldn't stay in any kind of hotel if it wasn't five stars and more expensive than her rent. As they climbed out of the car, an actual valet stepped forward, dressed in a suit, and took the keys from Happy, while Mr. Stark and Miss Potts led the way into the hotel lobby, the others joining them from the second car. Penny trailed behind, walking behind Natasha as they entered the most beautiful hotel lobby she'd ever seen. There were plants and flowers everywhere, and she could smell them as sharply as if she was standing right next to them.

On one table were a whole tray of cookies and a coffee machine with coffee pods and hot chocolate and packets of tea...a tray of small sandwiches. A pitcher of water with glasses. A bin of ice. She let her eyes linger for just a second before hurrying to keep up with the Avengers, feeling like a little kid lagging behind.

Mr. Stark checked them in, and they were handed key cards which he passed out. Apart from Mr. Stark and Miss Potts, everyone got their own rooms, even Penny, all of them on the same floor. Of course, it wasn't a high school field trip. They weren't on a budget...of course they all of their own rooms.

They were on the top floor, with Penny's room between Mr. Stark's room and Natasha's, and it was the woman who entered Penny's room with her, pointing out the balcony, the TV, and the bathroom, letting her know that she would be next door if Penny needed anything. Somehow her bag was already on the king sized bed, and she dropped her backpack and purse beside it, taking a moment to look around in awe.

She'd never been in a hotel room like this. The only hotels she'd ever stayed in had really been motels, and they'd always had to check for bedbugs before laying down. This room had a gigantic balcony. A bathtub almost big enough for her to swim in. A welcome basket full of candy and cookies and packets of tea and chocolate bars with fancy wrappers.

Was this for her?

The knock on her door came a few seconds later and without thinking, she opened the door, glad it was just Mr. Stark. "What do you think?" He asked, gesturing to the room and leaning back on his heels.

"It's amazing." She answered, voice leaking sincerity. He chuckled a little and nodded.

"Yeah, it's not bad." He gave a casual shrug, eyes twinkling as he smiled at her. "You have everything you need?"

"Oh...yeah, definitely."

"Alright. If you need anything, you can tell me, or Pepper, or call the front desk. You can order room service, grab whatever you want from the mini bar...there's nothing alcoholic in there."

"Um...thank you…" She started, although there was no way she would ever order room service or take anything from the mini bar that he might have to pay for. From the way he was looking at her, it seemed like he knew that.

"Sure thing kid. Really. I won't even check the bill, I swear. Rhodey and Natasha are going to order food, so I won't even know the difference." Penny pressed her lips together, deciding that she'd think about it. Still, she nodded. "Alright. Anyway, I brought this…" He held out a piece of paper that she took automatically. "This is the schedule for tomorrow and Sunday morning. You'll be with me for most of the morning...conference starts at nine, so we need to leave the hotel by 8:30. I give a talk at 2, so you can hang around the conference center or explore the city with Happy." He waved a hand. "Whatever you want to do. There should be some pretty interesting stuff at the convention, anyway."

"Right...Mr. Stark? What exactly will I be doing?" She wondered.

"Follow me. Make sure we get to places on time." He shrugged. "Get me coffee."

"Oh. Okay." She told him, smiling brightly. He smiled back at her, eyes soft as he rested a hand on her shoulder. Penny noticed that he placed his hand carefully, resting it lightly on her arm. She was glad, but that told her that he had noticed her flinch earlier...that he had seen her. He knew that she was hurt. And it seemed like she was always hurt around him...so he was going to figure out that something was wrong eventually.

"Alright, kiddo. Get some rest. I'll see you tomorrow morning." With a gentle squeeze to her shoulder, he turned and left her alone in the hotel room, shutting the door softly behind him. She'd never stayed alone in a hotel. Had never had her own hotel room. It felt very...grown up. Grinning to herself, she dropped back on the bed, smiling up at the ceiling and putting a hand over her mouth to contain a giggle, kicking her legs back and forth where they dangled off the bed.

Rolling over and grabbing her phone from her purse, she opened up a message to Ned.

Penny: I have my own room at the hotel! Where I'm staying with Mr. Stark and COLONEL RHODES AND NATASHA ROMANOFF! AND PEPPER FREAKING POTTS!

Then she attached roughly twelve photos of the hotel room, the view from the balcony, and selfies with the minibar.

She also sent a text to May, promising her aunt that everything was fine, that her room was amazing, and that everyone had been very nice.

Penny and Ned texted for a while, her growling stomach eventually reminding her that she needed to eat. Groaning and dropping her phone beside her, she wiped a hand over her face, wondering if she had enough cash to get something at the vending machine. Right as she was about to grab her wallet, there was a knock on her door. Frowning and gripping her phone, she jumped off the bed and peered through the peephole before opening it to a man dressed in a uniform holding a tray.

"Miss Parker?"

"Yes?"

He gestured to the tray and she stepped aside to let him in. He placed the tray on the bedside table. "Can I get anything else for you?"

"Oh...um...no thanks. But, thank you." He nodded, then headed out, and she stared from the door to the tray, then pulled off the lid.

There was a plate of fancy looking pasta, garlic bread, and a pastry, along with with a bottle of water and a bottle of soda. Beside the plate was a note that she picked up, smiling a little at Mr. Stark's handwriting. "Penny, I could see hear your stomach growling from my room. Eat up. I'll see you in the morning."

With a smile, she climbed into bed, grabbing the plate and practically scarfing down the food. Once she was done, she left the tray on the dresser, then scooted under the covers, grabbing her phone, and scrolling through social media and texting with Ned until she finally fell asleep, but not before quadruple checking her alarm.

The alarm woke her at 7 am, and she had to fight not to slam her finger down on the snooze button. Instead, she rolled herself out of bed and headed for the shower. Climbing in, she turned the water to warm, then hot, then practically boiling, then cool again to wake herself up. Thankfully, almost all of her bruises were gone, so she didn't worry too much about wearing a short-sleeved blouse under her cardigan and scarf. She forewent the gloves, just wrapped the scarf around her neck and then sat on her bed, waiting for someone to come get her.

It was Mr. Stark who came to get her, knock at her door at 8:20 and smiling a bit when she answered the door barely a second later. "Morning, Mr. Stark." She greeted, her voice a little breathless with the surprise that this was actually happening. She was actually here. In Washington DC. As Mr. Stark's intern.

"Good morning. Ready?" She nodded, pulling the paper out of her purse and holding it up. "Alright. Let's get going."

When they stepped into the conference center, it was immediately too loud, and Penny had to close her eyes, taking a deep breath and trying to focus. Focus on Mr. Stark in front of her and the feel of her cardigan on her hand and the sound of her own heartbeat.

Breathing deeply, she blinked the spots away from her eyes and forced herself to step forward behind Mr. Stark. Rhodey and Natasha going ahead to...okay, Penny wasn't sure. But Miss Potts had a meeting somewhere close by, which left Penny with Mr. Stark. He led her over to a coffee stand, pulling out his wallet and ordering a large black coffee, then gestures to Penny.

"What do you want, Pen?"

"But...Mr. Stark, aren't I supposed to be getting _your_ coffee?" He gave a careless shrug as the person working the coffee cart stared at her mentor strangely.

"Probably. What do you want?"

"Oh...chai?"

"Large chai." He handed over his card and the man made their drinks. There was something in the at he was looking at her boss that she didn't like...something that made her skin crawl. Still, Mr. Stark waited until the barista had placed the drinks on the counter before he grabbed them, handing one to Penny.

She sipped the wonderfully warm drink as they walked, him leading the way as they made their way over to the exhibits. She shouldn't have been surprised that there were so many. Clean energy and robots and plants, research on everything from technology used to clean water to advanced weapons.

Mr. Stark didn't stop at any of the ones with weapons, and she vaguely remembered that he'd made weapons himself...back before Iron Man. But he hadn't made weapons in a long time. Still, he avoided that section of the expo, steering Penny over to the other exhibits and, occasionally introducing her to other scientists. Most of them were men around his age. They were all polite, reaching out and shaking her hand and asking about his internship program. She gave them all the same general overview, not mentioning anything about the private internship or the spider suit, of course. None of them had even heard of Spidergirl anyway, she was sure of it.

They all met in the cafeteria for lunch, Natasha, Rhodey, and Miss Potts joining her and Mr. Stark at a table. There were food stalls and booths everywhere, and Natasha placed a hand on her shoulder. "What do think?" She asked, jutting her chin toward the cluster where everyone was gathering to get food. "We've got Chinese food, burgers, Thai...mhm...Thai sounds good. Do you like Tahi?" Penny nodded, trying to come to terms with the fact that Natasha Romanoff had an arm around her shoulders. Not quite protective...but not...not protective either. "What about you guys?"

Everyone agreed easily, and Mr. Stark and Miss Potts led them over to the Thai stand where they got in line. There was a pretty dense crowd of scientists and visitors and what Penny assumed were other interns, and she found herself between Natasha and Rhodey, nearly pressed to the woman's side. As she glanced around the crowded room, she hesitated on a familiar face. She knew that man...had seen him on a field trip.

Norman Osborn. Talking to someone...someone she'd also seen before.

"Penny?" She jumped, looking up to find that they had moved to the front of the line and that they were all waiting for her to order. Natasha touched a hand to her back and she glanced up at the menu before choosing a dish at random. Food was the last thing on her mind, but she knew she had to eat something or her metabolism would turn on her. So she grabbed her food when it was ready, then followed the adults to their table.

"So, what do you think of the conference?" Rhodey wondered, taking a bite of his noodles.

"It's amazing. I've only ever been to one big expo, and I didn't really get to see a lot of it before...um...well, the robots started attacking people."

There was a pause...a heavy, stunned silence. Then Natasha lifted an eyebrow. "You...you were at that expo? How old were you?"

"Um...seven or eight." She shrugged. "My aunt and uncle took me. Mr. Stark, you actually.."

"Tony Stark." Penny jumped a little, all of them turning to find Norman Osborn standing beside their table, a hand held out that Mr. Stark seemed to reluctantly take. "So good to see you. And Miss Potts."

"Hello, Norman." She greeted with a tight smile, shaking his hand as well. All of the adults shook his hand, standing from their places at the table, and then he turned to her. Of course, she told herself when her hands shook under the table, he wouldn't remember her. No way. She had only met him once on a field trip, and they hadn't even really met. They'd stood in the same room. And she'd been with almost a hundred other students. So, she told herself firmly as she stood, taking the hand he offered, there was no way he remembered her.

Thankfully, she was right. "Norman, this is Penny Parker, my intern." Mr. Stark introduced.

"So nice to meet you, Miss Parker." Mr. Osborn greeted, squeezing her hand, and she was careful not to squeeze too hard. "Firm grip." He still commented with a little smirk.

"Nice to meet you too, Mr. Osborn."

"I didn't know you had interns, Stark."

"It's a relatively new program." Miss Potts informed him.

"I'll have to give it a shot. Maybe I could find some young talent...what do you pay them, Stark?"

"I'll have Pepper send you the specifics." Mr. Stark told him, voice dry and almost irritated. Thankfully, the man seemed to realize that they were trying to eat and that his presence wasn't exactly welcome, leaving them alone once more. Mr. Stark sighed, rolling his eyes and picking up his fork again, muttering what sounded like 'pompous prick' under his breath. Penny bit back a laugh when Miss Potts elbowed him, making him release an 'off' and flinch.

Penny couldn't help it...she followed Norman Osborn with her eyes, glancing over at him and watching him melt back into the crowd.

Something was wrong. Something about Norman Osborn...and the man he'd been talking to. Grabbing her purse, Penny stood. "I'm going to run to the bathroom." Natasha started to stand too, but Penny waved her off a little, smiling with what she hoped was assurance. "I know where it is. I'll be right back."

And, turning, she slipped into the crowd, senses on high alert, heading in the direction that Osborn had disappeared in.

_**Thank you for reading!**_


	9. The Conference Part 2

**_Thank you so much to everyone who has been reading and reviewing! I appreciate it so much :) I hope you like the new chapter! _**

_The Conference Part 2_

It was easy to lose herself in the crowd. No one paid attention to a teenage girl at a science conference, especially not during lunchtime when they were all on their way to get food. She slipped between the men hurrying toward the food stalls and vendors with carts, using her senses to make sure no one was following her. Or watching her. She was pretty sure Mr. Stark had believed her...it had been a convincing lie. Plus, she could always say she got lost on her way to the bathroom, buying her a few extra minutes. Shifting her purse on her shoulder, she glanced around, easily spotting Mr. Osborn. He was approaching the barista from the coffee cart. Pausing, she flinched when someone ran into her.

"Watch it." The man ordered, and she apologized under her breath, jerking away from him and heading closer to Mr. Osborn and the coffee cart guy, keeping her eyes off of them, but keeping her ears open. At first, it was difficult to isolate the sounds of their voices over the dull roar of other voices, but the closer she got, the easier it was.

"...a coffee?"

"Yes, with his intern." Frowning, she glanced back at the crowd, making sure no one was watching her. On the other side of the food carts, she was pretty much out of view, although all anyone had to do was glance around one to see her. She messed with her purse, opening it as if she was looking for something.

"Stark is slated to speak in an hour or two...if he sends his intern…" Mr. Osborn trailed off and Penny felt a jolt go up her spine. Glancing up, she realized that Mr. Osborn was looking at her. Not in her direction. Directly at her, eyes narrowing. Pulling out her phone and turning away from Mr. Osborn, she made her way toward the bathroom on the far wall. Behind her, she could hear footsteps...footsteps that were approaching her too rapidly to just be any random person. They were following her.

But the bathrooms were only a few hundred feet away, so she hurried toward them, refusing to glance over her shoulder. She wasn't afraid. Osborn couldn't do anything to her. Not really. Not only could she easily defend herself against a regular human, she was also surrounded by people who, presumably, wouldn't let anyone hurt a teenage girl. And Mr. Stark and Natasha and Rhodey were all waiting for her, along with Happy and Miss Potts. So she wasn't exactly worried. What she wanted to do was find out what Mr. Osborn had been talking about. He obviously didn't like Mr. Stark. Did that mean he would plan to do something to him?

Surely not. Surely he wouldn't...hurt him. Or try to poison him or anything. Penny felt stupid for even thinking it. She had probably been watching too many murder mysteries on TV. In the real world, there was no way that renowned scientists plotted to kill their rivals at a conference by poisoning their coffee.

Still, she vowed to be especially careful when getting him coffee from then on.

Penny slipped into the women's bathroom and washed her hands, fixing her hair and putting on chapstick, mostly to kill time, then, not wanting Mr. Stark or the others to worry, she left the bathroom. And she wasn't really all that surprised to see Norman Osborn waiting for her. She wasn't happy about it...her heart rate spiked, and she found herself glancing toward the crowds, but no one really looked their way. "Mr. Osborn?" She asked, making her voice level. Calm but slightly surprised. Calling on every scrap of acting talent she'd ever possessed, she forced a smile. When she started to move toward the open area where the tables were set up...where Mr. Stark surely was starting to wonder where she was, the man moved just slightly, blocking her path. She stopped short, not liking how close he was.

"Forgive me. I didn't quite catch your name."

"Penny." She told him a little loudly, despite the fact that they'd been introduced not ten minutes ago. He waited so, reluctantly, she gave her last name too. Just a little louder than a normal conversation. She wanted people to hear. Wanted people to know that he was talking to her.

"Well, Miss Parker, I just wanted to speak to you regarding your internship with Tony Stark." He moved a little closer and she fought the urge to take a step back. She wasn't afraid. Wasn't intimidated.

"What, exactly, did you want to know?" The voice startled them both, and Penny turned to find Mr. Stark and Miss Romanoff both standing a few feet away and approaching rapidly enough that even Penny was a little intimidated. Natasha came to a stop beside her, giving Penny a quick smile before turning to Mr. Osborn who was staring at Mr. Stark, jaw tight. "Because I would be happy to answer any questions you have about my internship program, Norman. Or, better yet, why don't you check the website?"

A hand touched Penny's shoulder, and Natasha nodded her head toward the bathroom. Penny followed the woman, the two of them pausing by the sink. After glancing in all four stalls to make sure the room was empty (there weren't a ton of women at the convention) Natasha crossed her arms. "What were you doing?"

"Going to the bathroom," Penny told her, glancing at the bathroom door and speaking slowly, doing her best to fake confusion. The super spy didn't buy it, lifting an eyebrow and staring. She didn't look upset, exactly. More...curious. "I got turned around on the way."

"You're not a terrible liar." The woman observed softly. "Not a great one, but not terrible." Penny wasn't sure what to say to that, but Natasha kept going, saving her from having to answer. "Why were you following Norman Osborn?"

Penny hesitated, trying to figure out if giving something close to the truth would incriminate her in any way. Should she chance it? Natasha was staring at her, face almost neutral, and Penny sighed, giving in. "He was talking to the guy from this morning. The coffee guy." The spy tilted her head, lips pursed. "He...he was saying something about Mr. Stark's coffee. He said that if Mr. Stark sent me to get him coffee again…" She shrugged. "He saw me listening so he stopped talking."

"Did he say anything to you?" Penny shook her head.

"Not really. Just said he wanted to ask me something." Natasha stared at her for a long moment, then nodded.

"Tell me if he says anything else to you. We'll make sure he doesn't bother you." Penny blinked a few times. She had to admit, she was surprised. She hadn't expected the woman to come to her aid so quickly, despite the fact that she hadn't really needed help. Still...it was nice, and she wasn't going to explain why exactly she didn't need Natasha to protect her from Norman Osborn. "And I'll keep an eye on the barista."

"Um...okay. Thank you." She murmured, clasping her hands together, eyes dropping to the floor. She hadn't really thought the woman would believe her. She'd assumed that they'd think she was imagining things or being silly...May probably would have. Natasha continued to watch her, though, and Penny had no idea what the woman was thinking. How was she supposed to keep anything a secret with Natasha Romanoff watching her?

"Of course." Natasha touched her shoulder gently, finally smiling a little. "Let's get back out there before the men start to worry."

When they left the bathroom, Mr. Stark was alone, looking vaguely put out, eyes trained on the crowd. For a moment, Penny worried that he was upset with her for taking too long. But when he turned to face her, there was only worry. "Everything okay?" He asked, moving a bit closer.

"Everything's fine," Natasha assured him, her eyes cutting over to Penny for just a moment. "And Osborn?"

"I told him where he could direct his questions." Something in his tone made Penny's lips twitch but she kept her eyes down until the man approached, a hand reaching out to her shoulder. Natasha chose that moment to head back to the table where Penny assumed the others waited. "Kid? Are you okay? Really?"

"Of course. Yeah. I'm fine. He just surprised me." He seemed to believe her, nodding but still regarding her closely. "Um...your speech, Mr. Stark. It's almost time." She told him, ready to change the subject. Nothing good could come of him scrutinizing her too closely.

The man nodded, checking his watch. "The speech is in half an hour in conference room B. Grab me a coffee from the place down the street, would you? The one we passed coming here."

"Oh..um...of course." He pulled out his wallet, handing her a twenty.

"Get yourself something too, and meet me backstage." She nodded, eyes wide. "Conference room B is on the third floor. Biggest room. Can't miss it." She nodded again, watching as he turned and headed back to their table where Natasha and Rhodey waited. Hurrying off to get his coffee, she slipped out of the building, wondering if he was having her get the coffee from somewhere else because he was worried about Mr. Osborn.

What had the man started to say about his coffee? Why did they hate each other so much? Of course, it had never been explicitly stated, but she'd been able to tell from their quick conversation...from the way they'd stared at one another, that they hated each other. She would have to do some research, she decided, stepping into the coffee shop across the street.

There was a line almost to the door, and impatiently, she took her place, foot tapping as she glanced at her watch, a familiar anxiety curling up in her stomach. She couldn't be late. Not to get Mr. Stark his coffee...not for the one thing he'd asked of her. The line inched forward, and Penny glanced around, then back at her watch, throat getting a little tight as she shot off a text to Ned, asking how he was doing just to have something to do.

"Excuse me?" Penny jumped, turning to find a tall, dark-haired boy standing beside her. "Are you Tony Stark's intern?" Her senses were pretty quiet...well, as much as they could be considering her general anxiety.

"Yes." She answered slowly, glancing around. No one was paying any attention to her, but she was in a public space. Public spaces were safe. "Why?"

"Oh, sorry." He held out a hand. "Harry." She shook the hand, hesitant. "Harry Osborn." Slowly, she nodded. "I saw you and Mr. Stark at the expo earlier but I didn't get a chance to say hi. It's nice to meet you."

"Penny Parker. And you too.." She told him, forcing a smile and glancing at her watch.

"What do you think of the expo?"

"It's really cool." She told him the most noncommittal thing she could think of saying. This was Harry Osborn. She'd heard of him, of course. The son of Norman Osborn whose spider had made her what she was. There wasn't any reason she could think of to get close to this guy. Still, she also couldn't think of any way to politely end the conversation, so she would keep her answers short, she decided. He nodded, not seeming to notice her hesitance.

"Yeah, my dad never lets me come to this stuff, but I kept bugging him until he said yes. Isn't Mr. Stark giving a speech soon?"

"I'm getting him coffee." She explained as they moved up.

"You've still got a little time." He assured her even though she had been trying to hide her worry, smiling at her almost gently. He was handsome, she thought absently, trying not to look at his face directly. "How long have you been working for him?" She tugged at her scarf, tightening it a little.

"Not long. A few months."

"What's it like?" She started to answer, but then she was at the front of the line. Ordering Mr. Stark a large coffee and herself a smoothie, figuring she'd lay off the caffeine, she stepped to the side, waiting for her order. "So…". He continued their conversation and she realized he hadn't ordered anything. "What's it like? Working for Tony Stark?"

"Oh...it's fine. We get to work in the lab a lot." She told him, not wanting to get into specifics. Just then, her name was called, so she grabbed her drinks and shot Harry a smile. "It was nice to meet you." He grinned, leaning against a table and crossing his arms.

"You too, Penny Parker."

Conference room B was easy to find, and once she showed them her Stark Industries badge, they were quick to let her come backstage where Mr. Stark waited, eyes skimming a piece of paper that she assumed were his notes. Did Mr. Stark need notes? She'd just assumed that he was so brilliant that he could just...make up all his speeches on the spot.

"Thanks, kid." He took the coffee, gesturing for Penny to take a seat and waving away the change she tried to hand him. "Don't worry about it."

"Mr. Stark?" She asked, not wanting to bother him before he gave a speech, and knowing that she shouldn't be bothering him with things like this...it really wasn't any of her business. Still, she asked and he looked up, expression friendly enough. Open. Listening. "Was Mr. Osborn...does he…". She tried to think about how best to ask, but the door to the backstage opened and he stood.

"Don't worry about Norman Osborn, Penny. He's a second rate scientist, and after tomorrow I probably won't see him again until the next one of these that Pepper manages to drag me through. You're welcome to look around the conference for a while. This should only take an hour."

And with that, he was on stage, waving a hand as the lights all flashed to him. Knowing that this might be her only chance to see Mr. Stark give a speech like this live, she found a spot right off stage where she wasn't in the way to watch.

Mr. Stark was...different on stage. With her, he was quiet. Almost careful. Endlessly patient and attentive. On stage, he was loud. Dynamic, hands moving and posturing, his whole body constantly in motion. And she could tell that the crowd was eating it up. It was hard not to...she was getting sucked in too. He was brilliant. The best mentor she could have ever asked for. He was her teacher and he actually liked her...but if he ever found out who she really was, that she'd lied to him...could he ever forgive that?

When Mr. Stark finished his speech, he lifted his hands, thanking the audience for their thunderous applause, and then turned back, heading in her direction. He faltered for a moment when he spotted her, eyes widening a little, and then he softened, smiling as he headed in her direction. "Didn't know you were still back here." He took the bottle of water she held out to him with a nod of thanks. "Figured you'd take the opportunity to do some exploring. Maybe find another internship with someone better." He joked, taking a drink of the water.

"There is no one better." She told him, laughing a little, voice earnest, and he paused, seeming startled for a moment before he looked away, shaking his head a little and sniffing, rubbing a hand over his face.

"Alright, Penny, what's next on the schedule?" He asked, gesturing to her paper.

"Um...that's the only speech today. You have another speech tomorrow morning before the showcase. Right now, um...right now, there's still exhibits downstairs, and a Dr. Octavious who is talking about…" She frowned at the paper, then froze. "Wait...should I be calling you Dr. Stark?" She asked, wide-eyed, and he snorted.

"No. Definitely not. And Dr. Octavius's research is a dead end. He just doesn't know it yet." The man waved a hand, then gestured for Penny to keep reading.

"The expo will be going on for a few more hours...you can look at more of the exhibits downstairs. They're closing at 5, so you would have time."

"What do you think? Have we seen everything worth seeing?" She hesitated, then nodded.

"I think so."

"Me too. Too bad we can't show off your webs."

Penny's heart stopped, then seemed to block her throat. Lifting her eyebrows, she shook her head. "I...they aren't my webs." She told him, voice a bit too high pitched. He frowned, narrowing his eyes as he stared closely at her.

"Spidergirl's webs." He corrected himself with a shrug. "You were able to duplicate them."

"But she invented them. Or someone did for her…" She shrugged back. "I can't take credit for her work." He smiled, reaching out and patting her on the shoulder.

"You're right. That would be amoral. I guess it's too bad that we couldn't show off your suit."

"You designed that."

He shook his head. "You did most of the work. I just provided you with the resources. I think we can make a prototype in the next week or two...get started on this thing for real."

"And then you'll just...give it to her?" Penny asked, voice skeptical. "What if she's like...crazy? Or what if she turns evil?" He chuckled.

"If she turns evil, then I'll have to try and stop her from destroying the world, I guess." She smiled a little when he did. He gestured for her to follow him then, the two of them making their way out of the backstage area. "The plan is to keep some of the features under lock and key...just give her the basics." She nodded...he'd definitely mentioned that before. But she wondered if there would be a way to hack into the suit and unlock all of the features without him finding out.

He would show her how he hid them...so theoretically, it wouldn't be hard.

Mr. Stark must have texted the others because everyone was waiting for them outside of the elevator. She noticed that all Mr. Stark had asked her to do was get him coffee once...he could have read his own schedule. She was sure that Happy could have kept his schedule straight. Gotten him coffee. He didn't need her.

But he'd invited her anyway.

"Mr. Stark?" She asked before the reached the group waiting for them by the elevator. He turned, humming in question. "Thank you. For letting me come."

He smiled, putting a hand on her shoulder and patting gently. "Of course, kid. Who else is going to get my coffee? Keep track of my schedule? Carry my briefcase?" She laughed a little.

"I haven't carried your briefcase. And I only got you coffee once."

"Eh. The night is young. And my briefcase is empty. I only brought it to look impressive." He shrugged, and she glanced down at the briefcase, wondering if he was lying or not. "Alright, everyone." He clapped his hands, nodding to the others. The only one not there was Miss Potts who apparently had another meeting nearby. She always seemed to be busy. "We've seen everything worth seeing here. Let's show the kid around DC."

Natasha was the first to smile. "Sounds great."

The others followed suit.

The rest of the day was spent exploring DC with Mr. Stark, Rhodey, and Natasha, eating dinner at a restaurant fancier than anyplace she'd ever been in, then heading back to the hotel. Happy stayed at the conference since Miss Potts had more meetings which would, according to Mr. Stark, be over around six. Rhodey asked Penny what she thought of the exhibits as they drove, and she found herself telling him which ones she'd liked the best, him listening with a smile he shot back over his shoulder.

Mr. Stark was driving, and Natasha sat beside her in the back seat, knees against Mr. Stark's seat, head thrown back, tilted slightly so she could watch Penny talk. They were being so nice to her...it felt like she could relax. Take a breath. Let her guard down, just a little. So she did, smiling and laughing and letting her scarf unwind a little. The bruises on her neck were healed anyway...they wouldn't see anything. So she pulled it off right after dinner, stuffing it in her purse and enjoying the warm air of the car surrounded by the people she wanted to be like. The ones that she looked up to...had looked up to for so long.

That evening, when they dropped her off at her room, Mr. Stark again promising that she was welcome to order room service, she dropped on her bed, staring at the ceiling and smiling like an idiot. These people...the Avengers...she was getting to know them. Her, Penny Parker. Some nobody from Queens...she was getting to spend time with the Avengers. With Tony Stark. He was teaching her and the others were looking out for her and although it didn't make any sense...although it seemed absolutely crazy that this was her life, it was.

Pulling out her phone, she dialed May, ready to tell her aunt all about it. Well...almost all of it. She'd leave out the part about Norman Osborn.

_**Thank you for reading :) **_


	10. The Conference Part 3

_**Thank you so much to all of my readers and reviewers! I hope you like the new chapter, which will be the last conference chapter :)**_

_The Conference Part 3_

Penny woke early the next morning, stretching and yawning and glancing at her phone. It was six am. An hour before she needed to get up. Two hours before she needed to leave. Rolling over and snuggling into her pillow, curled up in the middle of her king sized bed, she closed her eyes and took a deep breath. They'd cleaned her room while she'd been gone. Penny couldn't remember the last time she'd stayed in an actual hotel, much less one this nice. Maybe never. She took her phone and started scrolling through it when she couldn't get back to sleep. There wasn't anything new on social media, so she dropped it back on her pillow and groaned, closing her eyes again.

It didn't work.

Groaning again, she got out of bed, opening her bag and grabbing her clothes for the day, deciding to take a long shower. A long, hot shower. It felt luxurious and wonderful, and by the time it was over, she was at least more awake. Dressing in her blouse and slacks and throwing on a pair of flats, she grimaced when her stomach growled. Sighing and starting to go to her bag to see if there was anything to eat in there, she froze when her phone vibrated. Abandoning her hunt for food, she picked up the phone, dropping onto her stomach to read the text message. "You awake yet?"

Smiling a bit at Mr. Stark's name at the top of the screen, she replied. "Yes, sir."

"Drop the sir and open the door."

Giggling a little, she hopped up, smoothing her shirt and pausing. She was wearing a short-sleeved blouse, and for the most part, all of the bruising was gone. Maybe a slightly darker spot right under her sleeve...otherwise, there was almost nothing. Deciding to leave her cardigan thrown over the chair for the moment, she headed over to the door, opening it to find Miss Potts and Mr. Stark. "We thought we'd have breakfast before we went...unless you want to get something at the convention center." Miss Potts asked, smiling gently at her. The woman was the CEO of Stark Industries. She ran a company and press conferences and famously corralled Mr. Stark into meetings...but she was always kind to Penny. Always gentle.

"Oh...um...of course….did...did you want to…" Penny glanced behind her, very aware of the fact that she wasn't wearing a cardigan. Or a scarf. Just a short-sleeved shirt. Like a normal person. 'You are a normal person!' She told herself harshly. 'Just...act normal. They don't know.'

"That's sweet of you, but we already have a room set up down the hall."

"One of the perks of renting out the whole floor." Penny lifted her eyebrows in surprise. She had noticed that it had been quiet...quieter than she'd expected a hotel to be, but she hadn't suspected the reason why. Shutting her door behind her and making sure she had her phone and her keycard, she followed Miss Potts and Mr. Stark down the hall to another room where she found Happy, Natasha, and Rhodey all sitting around the breakfast table. Lounging. Laughing. Chatting. Like...like normal people. Superheroes who were normal people who were inviting her to join them.

"Hey, kid. Pull up a chair." The colonel invited, gesturing to a seat on his side of the table. Hesitating only for a second, she sat down beside him, muttering her thanks when she was given a plate. They were all dressed for the day, and she wondered exactly they would all be doing at the conference. Mr. Stark, she knew, had a speech later in the morning, and although the convention went until the evening, she wasn't sure how late they were staying. She also had no idea how to ask.

They ate their breakfast, Penny feeling less and less awkward. Less out of place. It was hard to feel awkward with them when every few minutes, someone asked her a question. Asked her opinion. Asked about school...invited her to join the conversation. She did, less and less nervous about saying something completely stupid. Breakfast took almost an hour. An hour of conversation and these people...she was seeing more and more that these people were almost like family. Mr. Stark and Miss Potts, of course, but also Rhodey and Natasha and Happy. They were one another's family.

When breakfast was over, they left their dishes stacked on the table, then went to their own rooms to grab their things. Miss Potts assured Penny that she didn't have to bring her luggage with her. Happy would make sure everything was put in a car before it was time to go. Grabbing her purse and making sure she had the paper with Mr. Stark's schedule, although she doubted he actually needed it. Still, she would have it. Just in case.

This time, Mr. Stark brought his coffee in his thermos from the hotel, offering to get her something too, but she politely declined. Once more, they split up, Mr. Stark and Penny heading for the huge room set up with exhibits. It was fairly full of people considering how early it was, and Penny found herself once more being introduced as Mr. Stark's intern to people whose names she would never remember. Still, she smiled and shook the hands of the old men who smiled at her and told them how nice it was to meet them. They asked about her internship and she gave them the barest details. Then they would make some kind of joke about Mr. Stark never having interns before.

It was an hour before they ran into Norman Osborn again among the crowds of people gathering around booths showcasing new inventions and technology, some of which was impressive, some not. Penny had known, somewhere in the back of her mind, that they would run into him. That she would see Harry Osborn again. Still, she felt a flutter of surprise...a strange feeling along her spine as she came face to face with the boy her age. He grinned at her, flashing bright, white teeth, and she wondered if the feeling was her spider senses or just regular nervousness. Mr. Osborn held out a hand to Mr. Stark who took it with a barely repressed sigh. "Norman."

"Good morning, Tony. I don't believe you've met my son. This is Harry." With a slightly more genuine smile, Mr. Stark shook Harry's hand.

"Nice to meet you, Mr. Stark."

"You too, Harry." Mr. Stark gestured to her. "And this is Penny, my intern."

"Yeah, we've met," Harry told him with an almost amused grin, holding out a hand that she sighed before taking. "What's up, Penny Parker."

"Hi."

Mr. Osborn lifted an eyebrow but it was Mr. Stark who spoke.

"You know each other?" He wondered, somewhat hesitantly.

"He was at the coffee shop yesterday." Penny cut in, not liking the direction this conversation was taking or the shit-eating grin on Harry's face. He'd been nice enough, but he was Norman Osborn's son, and she didn't trust Norman Osborn. Neither, apparently, did Mr. Stark. Her mentor hummed, glancing between her and Harry.

"We're heading back to New York in a few hours. What about you?" Harry asked her, as if she were in charge of anything.

Before she could come up with an answer, however, Mr. Stark cut in. "I'm not sure yet." He told Harry as if the boy had been asking him. "We'll see how my speech goes. I'm sure Pep will have some people for me to talk to afterward." Turning back to Penny, he inclined his head toward the far side of the room. "Come on, Pen. I want to introduce you to Doctor Howard. He's done some great things in robots. Norman. Harry, it was nice to meet you." Penny nodded to them, following obediently along. She waited until they were at least a hundred feet away and moving back toward the other side of the room to ask who Doctor Howard was.

"No one. I just hate talking to Norman Osborn." She snorted, unable to hold back the laugh, and he chuckled.

"We went to Oscorp once." She told him before really thinking it through. Immediately, she cursed herself, but she'd already piqued his interest.

"Seriously? Why?" He asked, pulling a face that made her laugh once more. The two stepped to the side of one of the rows of displays so they wouldn't be in the way. She was glad. Glad they were out of the way and glad that it was a little quieter. Two days of these crowds and it was starting to be...well, a lot. She'd downed some ibuprofen the day before but thankfully her senses hadn't been too loud.

"It was a field trip." Penny shrugged. "We got a tour of the labs and stuff."

"Why didn't you come to Stark Industries?" She shrugged again. "I'll have to talk to your school. Oscorp...honestly. What are you supposed to learn in a place like that?"

Feeling a smirk take over her face, she made her voice innocent. Soft. "I don't know...the labs looked pretty impressive to me." His jaw dropped, and she giggled.

"This is the thanks I get." He gestured grandly, using both hands. "I give you breakfast, I teach you to build robots…"

"I already knew how…"

"And you call Oscorp 'impressive.'" He shook his head in faux disgust, a smile finally breaking through when she laughed again. "Alright, kid. Anything else you want to see? I think we've seen just about everything minus the weapons dealers downstairs."

"Wait...are there seriously weapons dealers here?" She asked, her voice dropping to a whisper.

"There are weapons dealers everywhere, Penny. I make it a point to avoid them. You ready to head to the conference room?" They'd been walking around for over an hour, so she nodded. It had been amazing, but honestly, she would always prefer seeing Mr. Stark work to watching anyone else. Plus, she was starting to get a headache. The room was loud. Crowded. Full of so many sounds and smells and other humans pushing against her. Rubbing a hand over her eyes, she hurried along behind Mr. Stark who glanced back at her as he walked, slowing a bit so that she could keep up. "You good?" He asked. She nodded, trotting along after him as they reached the elevator.

"Yeah. All good." She promised.

His second talk was in the same room as before, and Penny once more found herself backstage as he glanced through a few pages of notes. The backstage area was dark and relatively quiet, so she took a seat on one of the sofas, stretching a little and closing her eyes. "You sure you're good?" Mr. Stark asked, voice soft in the quiet of the backstage. She nodded. "Here."

Penny opened her eyes once more and found a bottle of water being held out to her. "Oh...thank you." She smiled, opening it and draining half. "I think we'll head back to New York after my speech." He took a drink of his own bottle, sitting beside her on the sofa. "What did you think of the expo?"

"It was...amazing." She glanced at the stage that she could just see the corner of from where she sat.

"You know, I've been thinking about your internship." Her heart plummeted. Had she done something wrong? Messed something up? Was he going to send her back down to the internship lab now that they were pretty much done with Spidergirl's suit? "We're just about done with our project...so I was considering moving on to something else."

To someone else. She was sure he was going to say it. That he was going to tell her he was going to ask another intern to help him in his lab. It would only be fair. Really...she'd prioritized enough of his time. The other interns deserved a chance. Deserved the opportunity to work with Mr. Stark.

"I did most of the heavy lifting on the AI we built. How about next time, you take the lead?"

She blinked at him, jaw dropping a little. It was true. He'd done most of the actual coding for the AI in her...in Spidergirl's suit. And yes, he'd walked her through the process and taught her what to do, but he'd done almost all of the real work. But if she got the chance to code an AI...to create something like that from scratch...that kind of experience was...invaluable. Especially since she could put it on a college application. She would get into MIT...surely...if she could program her own AI, what else could Mr. Stark teach her?

Anything. The man was a genius! He knew everything there was about programming. About engineering and building robots and...and...everything! "Kid? Did I break you?" He asked with a snort. Penny blinked again, then smiled.

"Yes!" He lifted his eyebrows. "I mean...no, you didn't break me. But...yeah, I...yeah, that would be amazing!" Mr. Stark grinned, reaching out and patting her shoulder.

"Sounds good. Alright, kid. I've got to go talk to these people about something or another." He waved a hand. I'll wing it." She laughed as he pulled himself to his feet, nodding to the man that had come to let him know it was time. She drank the rest of her water as he stepped out onto the stage, and she closed her eyes, dropping her head against the back of the sofa, feeling her head pound in time with Mr. Stark's voice. He sounded far off...the speakers were all pointed the other direction toward the crowd. Still, the sound seemed to vibrate her, and, flinching, she placed her hands over her ears, leaning forward, head in her hands, elbows on her knees.

She stayed that way for a while. Listened to Mr. Stark's far away voice and wondered if it would be safe to take more ibuprofen. Probably not. Not yet.

"You okay, Penny Parker?"

Penny jumped, eyes going wide, a jolt going up her spine. Harry Osborn was leaning against the wall, arms crossed, one eyebrow raised. "How...how did…" She started, jumping to her feet. Her head gave a corresponding pound, and she had to fight the urge to sit right back down. To curl up and take a tap and hope that it would be gone by the time she woke up. "How did you get back here?" She asked, not loving the smirk on his face. He looked cocky...he was cocky, she guessed. The son of Norman Osborn. He was bound to be a bit of an ass.

"Just showed the security guard my badge." She lifted an eyebrow. "So, how long are you going to be here?"

"Mr. Stark said we're heading back after his speech," Penny told him, arms crossed.

"My dad said that we're not heading back until tonight. So I guess this is goodbye for now?"

"I guess." She told him, lifting an eyebrow. Mr. Stark was still talking and she wondered if he was winding down. For some reason, she didn't want him to see who she had been talking to...didn't want him to know that Harry Osborn was back here talking to her. He wasn't supposed to be there...she was sure of that. And although it wasn't her fault that he'd gotten backstage, she still felt like she was doing something wrong."

"Maybe we'll run into each other in New York? Where do you go to school?"

"How'd you get back here?" Penny stiffened, as did Harry, the two of them turning to find Natasha leaning in the doorway, her arms crossed over her chest. She was still, and she regarded Harry with an almost blank expression, and Penny felt a twinge go down her spine. Danger. Natasha was dangerous. Not to her, necessarily...but it was something to remember. She couldn't get too close. It wasn't safe. The closer she got to them, the better the chances of them finding out who she was.

But they'd been kind to her. Maybe...maybe they wouldn't hate her for lying to them. Maybe…

"I…" Harry faltered a little, glancing over at Penny as if she was going to save him. Rolling her eyes, Penny moved back over to the sofa, figuring that Natasha had it covered. Rubbing her fingers into her temples, she closed her eyes. "I'd better get back to my dad. I'll see you around, Penny Parker." She hummed, waving a lazy hand at him. After a moment, Natasha sat on the couch beside her.

"Are you alright?" She hummed in agreement. "Was he bothering you?" Penny opened her eyes at the woman's tone.

"No, he's...he's annoying but it's fine." The very last thing she felt like dealing with was Harry Osborn. It wasn't like she didn't have enough troubles. The woman laughed.

"Headache?" She asked, voice soft and sympathetic. Penny shrugged, not wanting to admit to it. How could she explain sensory overload to the woman without explaining her powers? Shrugging out of her cardigan she glanced over at the stage. It sounded like Mr. Stark was wrapping up his speech...she'd be glad to go somewhere quieter. Somewhere without so many people around, despite how amazing the convention had been. "Have you taken anything?"

"No," Penny told her. It wasn't like she could explain that the pain meds that had once worked for her didn't anymore. The spy dug into the bag slung around her shoulder, pulling out a bottle of Advil. She handed Penny the bottle, then grabbed her a new bottle of water from the minifridge. When the woman's back was turned, Penny dumped five pills into her hand, hoping that would put a dent in her pain, and was careful to hide them in her palm before Natasha turned around.

Mr. Stark joined them, leaving the stage to thunderous applause, right as Penny was swallowing the pills. He hesitated, looking between Natasha and Penny, but he and Natasha exchanged some kind of look and he didn't ask any questions. Instead, he held his hand out and Natasha tossed him another water. "I need coffee." He declared, and Penny jumped to her feet.

"Sure."

He softened for a moment, sharing another look with Natasha. "I can get it, Penny."

"It's my only job, Mr. Stark. You won't even let me carry your suitcase." The man snorted, shaking his head and giving a reluctant smile. "The place across the street?"

"Fine. But here." He started to get his wallet out, but she waved him off.

"I still have some of the money you gave me yesterday."

"If you were smart, you'd keep that." She gave him a horrified look that made both Natasha and Mr. Stark laugh out loud. "Yeah, yeah. You're a better person than I ever was, kid. Do you have enough to get yourself something too?"

"Yes. Do you want anything, Natasha?"

"No thank you." The woman waved her off, and, grabbing her purse, Penny hurried off to get his coffee, glad to have the chance to get out of the convention center. A dark, silent room in her apartment would have been better, but she'd take what she could get. "We'll meet you at the entrance, Penny."

The noise from the convention center matched the dull pounding in her head, and she fought the urge to close her eyes, hurrying out of the building and onto the street. The sound of taxis and car horns and people talking got louder as she stepped outside, and Penny groaned, rubbing a hand over her eyes, wishing the Advil would do something. Anything. Still, she pushed it back, ordering Mr. Stark a coffee and herself a hot chocolate before heading back to the conference center where Mr. Stark and Natasha waited outside with Happy, all of them leaning on a car. "Oh...Happy...I'm sorry. I would have brought you…" She started, handing over Mr. Stark's coffee, butt he man waved her off.

"I get my own coffee, kid." He told her, voice a little gruff as always. Still, he shot her a smile as he opened the back door for her, and she thanked him as she slipped inside the blessedly dark back seat. The windows were all tinted, and she released a breath, letting her head fall back against the headrest.

Mr. Stark slid in beside her, and the partition went up between the front and back seats. Turning to him with a frown, she was surprised when he pulled off his shades. "You need a doctor?" He asked, eyes nothing but serious.

"What? No...I'm fine, Mr. Stark." She assured him, tightening her cardigan a little. He stayed on his side of the car as if making sure she knew he wasn't going to invade her space. She hadn't been worried about that. "My head just hurts." He kept staring at her, so she gave him a little more. "It was really loud there…" She trailed off, shrugging a little, and he leaned in.

"You should have told me, Pen." His voice wasn't reprimanding, but she still flinched a little. Immediately he leaned back. "Do you want to go back to the hotel and lay down for a few hours? No one will mind?"

"No...that's okay. I promise, Mr. Stark. I'm fine!" Her head gave a stab of pain then and she lowered her eyes.

"Kid, when you're with me, I'm responsible for you. That means that if you're hurt or sick, I need to know." His next words were soft. Careful. "Do we need to call your aunt?"

"No!" She cried, speaking a little too loudly, then flushing. "No...um...no, it's fine. We don't...I'm fine. Really." He stared at her for a moment, looking...upset. Not angry. Worried. "I promise. It's just...it was loud there. And...bright." He blinked at her, then nodded.

"Sensory overload." Penny nodded and he clapped his hands together. "Alright, here's the deal. From now on, if you're with me, you tell me if you're not feeling well. If you're hurt or sick. Because you're my intern, and because I can help. Okay?"

"Okay." She whispered, knowing that she was lying.

Knowing that she couldn't tell him when she was hurt. Couldn't risk him finding out that she got hurt every week. Still, she nodded, and closed her eyes, resting her head on the window as Happy took them to the airport and hoping that she was a convincing liar.

_**Thank you for reading!**_


	11. Home Sweet Home

**_I'm sorry that this one is a little late. I usually try to update on Sundays but I've been having some medical issues. I hope you enjoy the new chapter._**

_Home Sweet Home_

They landed in New York on Sunday evening, something that had apparently been changed. Penny had been sitting in her seat, a book open in front of her when she'd heard Miss Potts and Mr. Stark discussing it. "Are you sure you didn't mind leaving early?" He had asked the woman, the two of them sitting close together in their own seats. And although Miss Potts had reassured him that it was fine, that she'd gotten everything done that she'd needed to, Penny had a feeling that she knew exactly why they'd left on Sunday instead of Monday.

She had school on Monday. Although she thought May might give her a pass if she missed school because of an internship. Either way, at least now she wouldn't have to chance May saying no and then falling asleep in class. Ned would have a thousand questions regardless. Resting her head on the seat, she wondered if she would tell him about Harry Osborn, which turned into wondering about Harry Osborn. Son of Norman Osborn who had obviously suspected her of something or another. Who didn't seem to like her very much, not that she liked him very much either.

But Harry had been okay. Well, until he'd snuck backstage to talk to her, which could have been nice or just creepy. Either way, she figured she wouldn't have to see him again. It wasn't like he was going to show up at Stark Industries, or at Midtown, so she figured she was safe. Not that he was dangerous or anything...she could probably snap him like a twig. The thought made her giggle a little, putting a hand over her mouth to stifle it. It still hit her sometimes...how strong she was. How much her powers had changed her.

Fighting down the smile and pulling her scarf off, she stared out the window of the plane, watching the clouds that she could make out in the darkness as she balled the fabric up in her hands. The bruises were all gone. She didn't know for how long, but for now, her skin was back to normal, so she shrugged off the sweater too, putting it on her lap like a blanket.

"Cold?" Penny glanced up, smiling at Natasha who held out a blanket.

"Thanks."

"I always get cold on airplanes." The woman told her, sitting in the seat beside her. "Stark cranks up the heat if I ask but…" She shrugged with a smile. "Did you like the conference?"

"Yeah. It was really cool." Natasha laughed a little, shifting in the chair to fully face her. "All of those scientists…" She shrugged, feeling her cheeks heat up. "It was a lot."

"Yeah, it is." Natasha nodded. "So, back to school tomorrow?"

"Yeah."

"Do you like it?"

"Oh...yeah. I...I'm in a lot of fun classes." Natasha chuckled. "No, really...they're fun. Lot's of science...physics and chemistry."

"You sound like Stark." Penny felt her face flush again but shrugged.

"I like science."

"There are worse things to like." The woman told her, eyes softening. "What do you want to do? After school?"

"I...well, I've always wanted to go to MIT."

"With an internship with Tony Stark, I think you'll have a good shot." Penny smiled, dropping her eyes. "What about your aunt? What does she want?"

"Oh...she doesn't care," Penny told her, waving a hand. Then, realizing that that probably sounded bad, she hurried to correct herself. "I mean...of course she cares. I just mean...she's fine with whatever I do. I mean, I have to go to college, but she wouldn't care where." It wasn't the most eloquent response, but it was the best she had. Natasha hummed, nodding a little. "I...I want to do what Mr. Stark does. Engineering. Making things that help people."

"Do you want to work at SI?" She nodded, eyes still down. It was all she'd ever wanted. The job she'd wanted since she was old enough to want it.

"Yeah."

"You know, this internship and an MIT degree would pretty much guarantee you a spot."

"I hope so."

"It will. Don't worry about that. You definitely managed to impress him, and not a lot of people can impress Tony. Plus, you could always threaten to work for Norman Osborn." Penny had to laugh at that. "Or Harry. I guess he'll take over the company."

"Oh...yeah. I guess."

"He seems nice enough. Maybe he'll do a better job than his father."

"Yeah, he was nice." She told her, trying to make her voice noncommittal. "He lives in New York, right?"

"I think so." Penny fought the urge to ask more questions. Where did he go to school? How old was he? Her age? Older? Why did she care? Lots of questions, but it would be best to ask none of them. She had enough to keep track of without worrying about Harry Osborn. "Want something to drink? I'm going to grab a coke?"

"Oh...um...thank you. Yeah." Natasha nodded, smiling as she headed over to the minifridge and pulled out two bottles of coke, handing one to Penny.

"We'll be landing in a few hours. You want anything else? We have snacks."

"I'm okay. Thank you though."

Natasha nodded and headed back to her own seat.

They landed without issue, and Penny shouldered her backpack, thanking Happy when he retrieved her suitcase for her. The man nodded, muttering something that sounded like 'sure thing' when her phone buzzed in her pocket. Penny stepped away from Miss Potts and Natasha who had been standing beside her, Mr. Stark and Colonel Rhodes talking softly where they stood beside the plane. Checking her phone, Penny saw that it was May before she answered. "Hey. We just landed."

"Good. I was getting worried." Lowering her voice, Penny turned her back on the adults waiting with her.

"Everything's fine. Promise. We just landed and Mr. Stark's driver is going to bring me home."

"Alright, baby. You'll have to tell me all about it, okay?"

"I will." She promised, smiling. "I've gotta go. We're about to go back to the tower."

"Okay, sweetie. I love you."

"Love you, May." She murmured, cheeks a little red, and her aunt laughed on the other line. "Bye."

"Bye."

They all loaded into their cars, Penny once more with Mr. Stark, and this time, Miss Potts in the front with Happy. "So, what did you think?" Mr. Stark wondered, leaning back in his seat with a smile.

"It was...it was amazing, Mr. Stark. Thank you so much for letting me come with you."

"Of course." He waved a hand. "Hope we didn't keep you too late. You talked to your aunt?"

"Yeah. She's fine." Penny shrugged. "I told her I was on my way home."

"Does she want to talk again?" He asked, something like amusement in his voice, and she felt herself blush a little, shaking her head. "I'm just kidding, Penny." He assured her with a grin. "I'd be happy to speak with your aunt as many times as she wants. Maybe she can come to the lab sometimes. Get a look at what kind of work you're doing there?"

"Really?" She asked, somewhat surprised.

"Yeah, we can show her the AI we're working on."

Of course, she thought, they wouldn't look at the suit. May would never see her spider suit. Never. But Penny had to admit, she was getting really excited about it. She wondered when Mr. Stark was going to give it to her...to Spidergirl. Either way. She couldn't wait to try the webshooter combinations, enhanced reconnaissance mode...and her AI that he had designed. Karen. Not that she'd told Mr. Stark her name. But the thought of having her own AI had been something she'd been dwelling on for a while now, and after a lot of consideration, she'd decided to go with Plankton's wife's name.

It was perfect.

Or it would be as soon as he gave it to her. She hadn't asked when exactly, or how exactly, Mr. Stark planned on giving Spidergril her suit. It seemed a little suspicious to ask outright.

Penny wished everyone a good night and climbed into the back seat of Happy's car, nestled in her sweater among her bags. "Thanks for giving me a ride home, Happy."

"Boss's orders, kid." He reminded her, but he was smiling a little when he said it.

"Still. Thank you."

She made it home after a quick drive, Happy offering to help her carry her bags up, but she assured him he was fine. She headed inside, running up the stairs, then practically threw herself into May's arms when the woman threw the door open. "There you are." May murmured, pressing her lips to Penny's forehead. "Hi, baby."

"Hi, May." Penny squeezed her back, carefully not squeezing too hard. "Did you miss me?"

"Of course I missed you." May gave her one last squeeze before pulling away with a smile, cupping her face in her hands. "I think you've grown." Penny laughed out loud.

"It's only been two days."

"You're definitely taller." She giggled, pushing May's hand away. "Did you have fun?" Penny nodded. "Good. Did you finish all your homework."

"Yeah."

"Alright, baby. Have you eaten?" Penny shook her head. "Why don't you get unpacked and I'll order Chinese?"

"Sounds great."

"Perfect." May kissed her cheek one more time, grabbing her hand and squeezing. "It's too quiet around here without you, you know that. After you get unpacked I want to hear everything. Everything!"

"Okay. I'll be right back!" Penny promised, dashing off to her room, and as she unpacked, she heard May's familiar voice putting in their familiar order, and she thought that it really was good to be home.

The next morning came too soon, and she groaned as she drug herself out of bed when her alarm went off. Grabbing her phone and aggressively slamming a finger on the snooze button, she sat up, stretching her arms and scrubbing her hands over her face. She could already hear May bustling around, so she forced herself to stand and dug out the first clean clothes she could find in her closet. Once she was dressed and she'd pulled her hair into a ponytail, Penny hurried into the other room and found May having her own breakfast.

After scarfing down a bowl of cereal and kissing her aunt on the cheek, she hurried out the door.

Ned was waiting for her at school, standing on the stairs outside the front door, and she hurried up the stairs to meet him, the two of them launching into their complicated handshake, ignoring the people who passed, shooting them strange looks. "Holy. Crap. You were gone all weekend. With Tony Stark."

"And Miss Potts." He made a noise. "And Black Widow and War Machine." She couldn't help her grin. "And, I met Harry Osborn."

"Seriously?" She nodded, leading him into the building lest they miss their first class. At her locker, she whispered the story, or at least, most of it, and the two of them whispered about it through second period when they finally had to stop and actually pay attention in class. She had thought about telling him the truth...telling him that she was the Spidergirl from Queens. He would think it was...well, his head would probably explode. But she hadn't told anyone...wasn't sure how well he'd be able to keep it a secret. He would try, of course, but...okay, she loved Ned. He was her best friend in the world. But something like this...it was big. So she wouldn't tell anyone. Not yet. Not for a while.

Maybe after Mr. Stark gave Spidergirl her own suit. A real one. Maybe then she would feel like a legit superhero. And when she felt like a real superhero, maybe then she would tell him. For the moment, though, the two of them sat down to lunch where they were pretty quickly joined by MJ, and she told her friends all about her trip to DC and meeting Norman and Harry Osborn and wondered if she would ever tell them the truth about who she was.

_**Thank you for reading!**_


	12. Natasha's Interlude

**_Sorry for the delay! I hope you enjoy the new chapter!_**

_Natasha's Interlude_

It had been a while since Tony had asked Natasha for any kind of favor. He'd never been one to ask for favors. They had worked together for years now, and she liked to think that she knew Tony Stark, as much as anyone could know that man. And she liked him. Had liked him since she'd first worked for him as his pretend-assistant. They were maybe...no, not maybe. They were friends. She hadn't really had friends, other than Clint, before the Avengers. And now...now she would call Toy her friend.

So when Tony had come to her a few days ago, the night before the conference, she had been surprised to find him leaning on her doorjamb, arms crossed, looking more serious than usual. She had glanced up from her book, eyebrows lifting, back resting against her headboard. She had been in a tank top and sweatpants, which passed as pajamas for her, and had taken a moment to appreciate the fact that she'd felt perfectly at ease with him. "Hm...there's a man in my bedroom…" She'd teased, letting her sentence trail off, and Tony had snorted, that serious look dropping away for a moment.

"I need a favor."

"Then by all means." She'd placed her book on the bed beside her, sitting cross-legged and patting the comforter. Tony had joined her, dropping into the edge of her bed and tapping his fingers on his leg. "Tony?" She had asked after a moment, amusement giving way to concern.

"We're going to a conference tomorrow. Pepper and I. And Rhodey. I want you to come too."

"Okay." She had answered, speaking slowly. "Science isn't really my thing but…"

"I'm bringing an intern, too. The girl that came up to the meeting."

"Ah, yes. The girl with the coffee."

"That's her. Penny Parker." He had drummed his fingers on his leg, lips pursed. "She's smart. Smarter than any of the other interns. Works harder, too."

Natasha hadn't exactly spent much time thinking about Tony's interns. The one that had brought coffee to their meeting, Penny, was young, she knew that much. Eager to please and afraid to upset them. But that was probably true of most kids, especially ones that worked under Tony. So Natasha hadn't exactly looked into her or anything. She hadn't looked into any of Tony's interns. Do you want a background check or something?" Natasha had wondered, voice a little dry.

"Not exactly." His smile had been short lived, and she had cocked an eyebrow, surprised that he had seemed actually worried. That had been her second impression of the girl. She'd made Tony worry about her. Tony cared for her. And if Tony cared for someone, if they became important to him, they would become important to Natasha. It was the kind of loyalty she never could shake, nor would she want to. She would protect the friends of the people she loved.

"Is she okay?" Nat had asked then, keeping her tone even.

"I don't know." There had been a pause, and it had seemed like he was going to say something. Like he had been planning on confessing something. Instead, he had sniffed and rubbed a hand over his face. Diversion, she had thought, the thought automatic. He's uncomfortable with the fact that he cares about this kid. "I want you to come to the conference and keep an eye on her."

"Tony, I'm happy to be her bodyguard..."

"Not...not just her bodyguard. I want you to talk to her. Watch her. See what you think."

"You want me to tail her." He had given a little smile. Almost guilty. But not quite.

"Yes."

She could do that. No problem. It wasn't exactly a challenge to tail a teenage girl. At least, that's what Natasha had thought at first.

Once Happy took the girl home and Rhodey went back to his rooms, Natasha found Tony in his lab, idly tinkering with something...she wasn't sure what it was, but it didn't look like anything you find on an Iron Man suit. Still, she'd admit to knowing almost nothing about his suits. Engineering wasn't her strongest subject. He barely glanced up as she entered the lab, then took a seat on his sofa, waiting for him to join her. She wasn't his personal assistant anymore. No one expected her to stand by and wait. Instead, she made herself comfortable with one of the few people that made that possible.

He joined her after a few minutes, waiting for her to move her leg so that he could sit down. She had put her thoughts together before she'd come to his lab...knew what she wanted to say, and so she did.

"She's sweet. Friendly. Obviously smart." Tony nodded, waving all of that away. He'd already known that. "Eager to please." He nodded again. He'd already known that too.

Penny had been harder to trail than she'd ever imagined. The kid was always looking around without seeming to, eyes taking stock of her surroundings. Of course, it wasn't all that unusual for young girls, especially ones who lived in New York, to be aware of their surroundings. To look around, to keep an eye out for danger. But Penny had been at a conference with three Avengers. She'd seemed to relax a fraction, especially the evening they'd spent sight-seeing in DC. But the girl had never fully relaxed. It was a look Nat was familiar with...it was one she herself wore often. Penny had enjoyed herself, sure. She looked up to Tony, that much was absolutely clear, but she had also seemed to be enjoying their company.

And yet her eyes had never stopped darting away. Her muscles had never fully relaxed. Every movement had always been deliberate, from when they'd all sat down together to eat meals to the moment she'd stepped out of the women's restroom to find Norman Osborn, her expression displeased but not surprised. Not worried. Never had the girl actually looked worried. Which was...confusing. Natasha was willing to admit that Penny Parker was something of a conundrum. The girl was on-edge...nervous without actually seeming afraid of anyone. Wary. A stray dog with its hackles permanently up. Sure, you were welcome to approach. To talk. To pet. But you'd better be careful. Of what, Natasha wasn't sure. Would the girl run, or would she bite?

The girl claimed to always be cold, but Natasha had seen. Had gotten a look when Tony's intern had shifted her scarf or adjusted her sleeves. Bruises. She hadn't gotten a good look, and when the girl had removed her scarf later, there had been no hint of them. So they hadn't been bad, Natasha had reasoned. Or they'd been nearly healed anyway. Penny didn't seem to shy away from touch, but her eyes followed every movement. She was always aware. Always ready.

Natasha might have done some light googling when Tony had given her the assignment and had been surprised to learn that the girl's parents had been Shield agents. But Penny hadn't seemed overly upset when she'd brought them up. Any mention of her aunt, though...those usually left her flustered. When Penny had said that her aunt didn't care what she did after school...the way the girl had hurried to correct herself, arms waving in the air as if to fan the statement away...the bruises. The guarded body language. Natasha knew what the signs were pointing to...but something didn't quite fit.

Despite all that, there was one thing that Natasha could tell Tony...one thing she knew for certain. "She's definitely hiding something."

Tony nodded, his expression telling her that he'd already known that too. "Will you do me another favor?" Natasha nodded. "Look into her aunt?"

"I'm on it."

_**Thank you for reading! **_


	13. Spider Suit

_**Thank you so much to everyone who has been reading and reviewing! I'm trying to get back on my schedule, so a new chapter should be up on Sunday :) Hopefully. :) **_

_Spider Suit_

Although Penny saw Mr. Stark every week, it was another three weeks after the conference before Spidergirl saw Iron Man again. Every Friday, they worked on the suit. Fine-tuning. She was sure that Mr. Stark worked a lot on that AI. And every Friday she would come in and look through the coding. He always let her look over it...always had pages of coding for her to review so that she could see how it worked. Which was exactly how Spidergirl was going to figure out how to override it.

Okay, not all of it. She didn't plan on unlocking the 500+ webshooter combinations...mostly because no one needed 500+ webshooter combinations, so matter how kind it had been of Mr. Stark to make them for her. No, what she was planning on doing was unlocking her AI without him finding out. No matter how much she'd looked through the code, she couldn't find anything that would alert Mr. Stark if she did unlock her AI.

And she'd checked. Many times. She'd combed through every bit of the code he'd given her, happily learning plenty of things along the way. Although she wasn't confident that she could now code her own AI from scratch, she thought she might be able to at least get started. Maybe. Still, she spent her time at the internship combing through lines of code and taking notes when Mr. Stark took the time to lecture. It was like taking a master class in programming with Tony Stark as her own private teacher and it was, by far, the coolest thing about her internship. Apart from the fact that he was letting her design her own super-suit.

Not that he knew it...and yes, she felt guilty about that. Yes, she thought of herself as a liar. She wondered if he would ever forgive her. She wondered when he would inevitably find out that she'd lied to him...how long before she lost her internship and his mentorship. And every time she started to think those things, she brushed them away almost immediately. There was no time for them. Friday evenings were jam-packed with lectures from Mr. Stark on programming and engineering and chemistry and whatever else he could think of to teach her. The rest of the week was spent at school and patrolling, doing homework and getting whatever sleep she could manage to squeeze in. And her weekends were spent the same way, plus hanging out with Ned and MJ, studying for decathlon and watching sign language tutorials and…

And it was all starting to feel like a bit much. Penny was beginning to wonder if she might need more sleep. May had been giving her worried looks, and Mr. Stark had lifted an eyebrow when she'd nearly nodded off a few days ago in the middle of him quizzing her on the latest part of the AI they'd been working on. "Kid...you alright?" He'd asked, crossing his arms, and she'd hurried to assure him that she was fine.

Ever since the conference, he'd been...different? No, different wasn't exactly the word. He was the same with her. Always kind. Always patient. Willing to teach her and help her out. Happy always bought her lunch on the way to her internship, and even though he was still grumpy, he was at least friendlier with her, and she'd come to realize that that was just his personality. Still, Mr. Stark made sure that the lab was stocked with snacks just in case she got hungry, and she was finally starting to get comfortable with just raiding his fridge.

So...he wasn't different. Not with her. But...something was different. He seemed to watch her more closely, and she was extra careful not to give anything away. On days when she had the worst bruising, she made sure to keep her scarf wrapped tightly around her neck, sleeves down around her wrists. She was careful to try and move normally...not to show any kind of pain.

She answered his questions about school as generally as she could. Strangely, he'd asked her a couple of questions about May too. How the woman was doing, if she wanted to talk to him again, how long she'd lived with her aunt...Penny didn't mind telling him about her family, but it seemed like he was trying to solve a problem. Still, her relationship with her aunt wasn't what she was trying to hide, so she was happy to answer questions about the woman. But she didn't exactly want Mr. Stark spending too much time with her aunt...the last thing she needed was the too of them comparing notes on her.

As for Spidergirl, she had widened the area she patrolled a bit, spending more time around a local college. She had no idea if he tracked her in any way, but she had to be careful. If he got the idea that Spidergirl was a college student, well...even better. She made sure to patrol by her apartment, but also by other apartments, and did her best to vary the times she went out. She couldn't have him figuring out who she was. Not yet.

She wasn't ready.

Spidergirl was stopping a mugger the next time she saw Iron Man. She'd been swinging home since it was almost time for dinner and she didn't want to risk May noticing her absence when she'd heard the man. "Here. Take it." Penny had been swinging overhead when she'd heard his voice...he'd been afraid.

"Throw it on the ground." The deeper voice had ordered, and Penny dropped down, fingers sticking to the brick wall she climbed down. The mugger had a gun pointed at a guy who, upon closer examination, was probably only about five years older than her. He threw his wallet on the ground, backing up a step as the mugger moved closer, gun still trained on the younger man. But before he could grab it, Penny shot a web at the wallet, yanking it up until it landed in her hand.

"Yoink." She whispered, her voice barely audible even to herself, lips turning up in a grin under her makeshift mask. Both men jumped, turning to look up at her, and she shot another web at the gun before he could take proper aim. Jerking the gun out of his hand, she leaped, catching him in the chest with her foot as she swung by, then webbed him to the wall. "Gotcha." Her voice was so soft that she knew he hadn't heard, especially not over the shocked cries of the man she'd saved.

"It's you ...holy shit! It's...you're Spidergirl!" She waved, smiling under the mask, and then tossed him his wallet. He just barely managed to catch it, but before he could ask any questions, she shot a web to the brick wall, hopping easily up and clinging to it, then hopped to the adjacent wall, then the other, making her way up to the roof, landing on her toes, fingers splayed. And there she froze.

The Iron Man armor stood at attention on the roof not ten feet away, but when she froze, the faceplate with its angry, tilted slits for eyes and its straight line mouth disappeared, revealing Mr. Stark's hands. Behind him was a suitcase, and she felt her heart skip a beat. Was he really going to do it? "Hi, Spidergirl." He greeted, speaking and moving his hands, making the sign for Spider, and then the one for Girl, rather than spelling it out. She smiled and waved, coming out of her crouch and standing at ease. It wasn't hard. She'd been spending a couple of hours with him every week, even if he didn't know it was her. "Good job." He told her, hands moving with a self-assuredness he hadn't had before.

"You too." She responded, extra careful with her movements. "What are you doing here, Mr. Stark?" Penny asked, spelling out his name.

"Just checking on my favorite spider-themed vigilante." He stumbled a bit over that one, but he had obviously been studying. "Nice job down there."

"Thanks." She blushed under her mask, eyes on the ground.

"I've been...watching. Watching for you." He frowned, apparently searching for the words. "Looking for you."

"Following me?" She asked, making her movements hesitant. He shook his head.

"No...sorry. I'm not...I'm still learning." He admitted. Penny waved off his apology. He's great, of course. Why wouldn't he be. He was Tony Stark. "I mean, I have something for you. You're a superhero. You need the right outfit."

She stayed where he was as he grabbed the suitcase on the ground behind him, then held it out to her. She pointed her herself, looking up at him and hoping she seemed surprised. "Me?" She asked, and he nodded, smiling.

"Yours." Reaching out, she took the suitcase, remembering with a grin that he hadn't asked her to carry his suitcase at the convention...that he'd barely asked her to do anything for him at the convention. He'd just let her enjoy it. And now...now he was giving her the suit he'd made her. Well, she'd helped. A little. Not as much as she would have liked. But he'd let her help and he'd taught her so much...continued to teach her so much.

Kneeling on the roof, she opened the suitcase, unclasping the latch and jumping a little when it popped open, revealing a familiar red and blue suit, a little black spider in the center of the chest. "There are instructions…" He faltered, and Penny had to force herself not to look up at his voice. "Um…" He hesitated, then waved a hand to get her attention. She looked up at him then, knowing that her face was completely hidden. "There are some instructions in the case…" Then he gestured with both hands. "Anyway, it's all yours." He still missed a word or two, and his hands were clumsy, but she knew that with a little more studying, he'd be practically fluent.

He'd learned sign language for her.

With shaking hands, she stood back up, then signed 'thank you,' eyes wet. She'd known that he was making her a suit. But...in some corner of her mind, she hadn't quite believed it. Hadn't accepted it. It had seemed too good to be true, just like her internship with Mr. Stark. She signed 'thank you' again and again, hands trembling a little. Taking a long, shuddering breath, she managed to sign it one more time before he moved forward, reaching out and catching one of her hands, squeezing gently with the Iron Man gauntlet.

"You're welcome." He told her, speaking and signing at the same time. "There's an AI...my intern helped me code her. She can read sign language, can be used with your phone...I wrote it all down." he smiled apologetically. "I don't think I could sign all of that."

"Thank you."

"Enough 'thank you's.'" He waved her off. "I had some spare time...and you deserve it. You do good, kid. You save people." He hesitated. "The suit can contact me if you need help. I'm not tracking you, though." She nodded again, smiling as he made his way clumsily through that sentence. "Alright. Enjoy the suit. Let me know if you need help." With a wave, he took a step back, smiling kindly down at her before his mask flipped back into place, and then he was flying away.

Penny closed the suitcase and held it closed, then picked it up, took a deep breath, then began the long swing home.

She had to admit, she was a little nervous about going home. Sure, Mr. Stark had said he wasn't tracking her. She didn't think that he'd lie...but if he did...if he decided that he wanted to find Spidergirl...well, she trusted him. But she was still going to do some work of her own on the suit. So as soon as she got home, she pulled off her old suit, made sure to hide it in the ceiling where May would never look, then, triple-checking to make sure her door was locked, she pulled out her new suit.

Penny had built a lot of it. She'd helped him design it. Had seen almost every step of the process. And still, it didn't seem real that this was hers. That Tony Stark had actually made this for her. She touched the fabric, heart stuttering a little, and then she smiled, pulling it out of the suitcase, holding the suit up. Glancing over at her door to make sure it was still locked, she found the usb that could be plugged into her computer, then opened her laptop and hooked it up.

Ned would have been really useful at the moment. And she knew, had she crawled into his room, superhero suit in hand, he would have flipped his shit. Plus, he totally would have helped her...Ned could have done this in half the time it would take her. But she wasn't ready. Wasn't ready to reveal herself...to say that she was Spidergirl. Wasn't ready to out her identity, even to Ned, no matter how excited he would be.

Bringing up the code on her computer, she grinned when she saw the lines and lines of commands that he had programmed. Commands that were designed to alert him if she sustained certain injuries. Commands that made sure no one could track her location unless she was hurt. A wall of commands called the 'Training Wheels Protocol' that made her laugh...it was a wall protecting things like the webshooter combinations and 'Instant Kill Mode' whatever the heck that was. But most importantly, her AI.

It took almost two hours to go through the code for the AI, making sure she responded to both spoken and sign language comments...two hours to make sure that her AI, named Karen for reasons that were none of anyone's business (She'd loved Spongebob as a kid...and as a teen) would edit out any words spoken by herself in footage sent to Mr. Stark...not that she was expecting Karen to send him anything. Still.

With that done, she stripped down to her bra and underwear, slipped on the suit, and pressed the spider symbol on her chest. Immediately it retracted around her, and, pulling on the mask, she smiled at the voice that greeted her.

"Hello, Spidergirl."

"Hi. Is...is it okay if I call you Karen?"

"You May call me Karen if you like."

Tears pricked at her eyes and she took a deep breath, looking at herself in the mirror. The white lenses retracted and widened with her eyes, and the suit...it fit perfectly. Like nothing she'd ever worn before. It was just...it was perfect. Little data boxes opened in her line of vision, bringing up news stories and information on her building and neighbors that she waved away, focusing only on herself in the mirror.

She looked like a real superhero. "It's nice to finally meet you, Karen. I'm Penny."

"It's nice to meet you as well, Penny."

**_Thanks for reading!_**


	14. Things Fall Apart

**_Thank you so much to all of my readers and reviewers! I appreciate you all so much! I hope you like the new chapter! _**

_Things Fall Apart_

Penny had only had her suit a week and a half before things went wrong. But, ever since becoming Spidergirl, things had been going wrong almost constantly. It had all started with Ben. Her uncle. He'd been more like her father than her uncle, and she'd knelt at his side, knees digging into the blood-soaked concrete while he'd died. And she could have prevented it. Could have saved him. Ever since that night, she'd done her very best to save everyone else. To patrol after school, keeping an eye out for people who might need saving. She liked to think that she'd done a pretty good job. But since then, she'd been punched, beaten with baseball bats and crowbars, tasered once...local gangs and random criminals both had been none too happy to have a new vigilante hanging around Queens.

She knew that May worried about her. She did her best to hide the bruises, both from her and Mr. Stark. Penny had been going out every day after school to patrol, other than Fridays which were reserved for her internship. May didn't know that she'd quit all of her other after-school clubs, other than Academic Decathlon...Penny might have been using them as an excuse to go patrolling. There was no way her aunt would ever let her patrol Queens in a sweatshirt...or, well...a super suit made by Tony Stark.

So she was careful. She hid her bruises. She tried not to move too stiffly and she bandaged her cuts in the bathroom, making sure to hide bloody kleenex and washrags and bandages as deep in the trash as she could. Thankfully, there was nothing more than regular gangs and muggers to deal with for the most part. Sometimes they had guns, but she was pretty good at dodging bullets and webbing them up. Penny liked to think that she was good at this...especially with Karen on her side. Finally, she had someone she could talk to. Someone to chat with during her patrols without worrying about letting the general public know that she wasn't deaf.

Penny was sitting on the roof of an apartment building, mask pulled up over her nose as she ate a sandwich when she heard a scream. Wrapping up the sandwich in its paper and leaving it on the roof, she yanked her mask down and leaped, shooting a web and swinging. "Karen, what do we have?"

"Six males, all armed, appear to be attacking to younger men. It appears to be gang-related."

"Of course." She muttered, swinging toward the dots in her mask. This suit made everything easier...tracking criminals, keeping track of how much web fluid she had left, and, occasionally, finding her way back home after swinging too far. She was familiar with most of her neighborhood, but sometimes she'd get turned around, and instead of swinging until she found a familiar landmark, she could just bring up a map. In her mask. It was amazing. She felt like an actual superhero!

When she turned the corner, crawling along the wall and perching up there, she found the scene exactly as Karen had described. A group of six men, three blocking the alley and two holding their captives, while one of them punched one of the younger guys in the face what must have been a third or fourth time. "We'll get you your money...just give us another week, please". The one not being punched screamed, and the other captive got a punch to the gut.

"Hey, Mark, didn't we hear the same story last week?"

"I think we did!" The one doing the punching laughed before pulling back his fist. Penny shot a web before it could connect, yanking back and knocking the man off balance. He hit the ground, Penny letting go of the web and letting him fall. As always, she had to fight the urge to make some kind of joke but managed to keep her mouth shut. It was at this point that she wished, as she usually did, that she'd gone with mute rather than deaf, but it was too late for regrets, so she waved instead, wiggling her fingers, then jumped from the wall, shooting a web at one of the men holding the other guy captive and yanking him away. That gave the guy who hadn't been beaten to a pulp an opportunity, and he slammed his fist into the guy holding his buddy, the two of them stumbling away from the other six who were suddenly all focused on Penny.

She felt a jolt go up her spine and managed to dodge right before the bullets struck the brick wall she'd been pressed against. Taking aim, she shot another web, flipping over their heads and landing feet first on one of the goons, but another reached for her, swinging a crowbar that she managed to dodge. Her senses were exploding, warning her over and over again that she was in danger as if she wasn't already aware, but she had no idea how to isolate it.

She was trying to focus, trying to isolate which threat was the closest, when the crowbar hit her hard enough in the side to make something snap. It took every ounce of self-control she had not to scream, biting down hard on her lip instead. Stumbling, she gasped, starting to cover her side when something else made contact, and she dropped to her knees before managing to scramble back to her feet. "Karen?" She whispered, desperate.

"Would you like me to contact…"

"No!" Penny hissed, already knowing what she was going to say. "Just...um...webs?" She gave a quick command in morse code, tapping her fingers against her leg, and the training wheels protocol was bypassed for just long enough for her to select a different web...taser webs. "Thanks." She whispered to her AI, then shot taser webs at the two closest men. They stiffened, grunting as they fell, and she started to jump when one of them grabbed her around the throat from behind, arm tight around her neck as he pulled back, and another one slammed a fist into her stomach, thankfully avoiding her face.

Penny clamped her mouth shut when the position pulled at what she was sure were broken ribs, trying to flip him over. Her torso screamed at her for the motion, but she managed it, throwing him into another one of the guys, possibly Mark. One of them called her a bitch, but she was too busy looking around to make sure the two guys had gotten away before dodging another crowbar and ducking under a fist, slamming her own fist into the guy's side, making sure not to hit him too hard.

'Come on, Spidergirl. You've got this.' The thought echoed in her mind as she fought the urge to flee...to regroup and come back later. That's now what superheroes did, she reminded herself. They took out the bad guys and made sure people were safe. They saved people. And she was a superhero. She had a suit made by Tony Stark himself. She'd met the Avengers (okay...briefly, and as herself...but whatever). She had the power to help, and so, as Ben had taught her, she had the responsibility.

Penny took a deep breath, shooting another web and yanking hard, pulling the closest man right up to her where he ran into her fist, her hand slamming into his jaw where it would most likely leave a mark. The man fell backward, dropping onto the ground where she was willing to bet he would stay. She attempted the same move on the next guy but had to abandon the plan when she was forced to dodge a bullet. They were careful about the shooting, she knew. They had to make sure the cops didn't come running, which they would if they heard gunshots.

The baseball bat that struck her, once more on her right side, took her breath away, and Penny had to choke back a scream when she stumbled forward, staying on her feet by sheer force of will. Cursing under her breath, she tapped out another message to Karen, gloved fingers against her hip. She'd made sure that she would be able to communicate with her AI in several different ways, and this was one of the best for silent communication.

The men were closing in around her and she took a quick inventory. Two down, four more to go. Two of them held guns while the other two had a bat and a crowbar...she was sure they had guns too. But they had to be careful. Aiming a wrist as the two with guns who stood close together, advancing on her, she shot the web grenade, grinning when it exploded, knocking them into two opposite walls and sticking them there.

"Thank you, Karen." She whispered, turning to the other two who held their weapons loosely, their faces a little more concerned than they had been before. Good, she thought, clenching her fists and moving toward them. They should be concerned.

It only took another minute to web up the other two, and once they were taken care of and, thanks to Karen, the police called, Penny turned and headed deeper into the alley, replacing the Training Wheels Protocol just in case Mr. Stark thought to look, then shot a web at the top of the closest building and pulled herself up to the roof. Once there, she let herself drop, groaning as she pressed her hands to her side. "Shit." She hissed under her breath. "Damnit." Penny let her head drop against the ledge behind her. "Karen?"

"Yes, Penny?"

"How bad?"

"You have sustained three broken ribs and two cracked ribs. There is also bruising…" Penny waved a hand to shut her up. She knew all about the bruising.

"Thanks, Karen."

"Of course, Penny."

Penny stood after a few moments, holding her hand firmly to her side and slowly, painfully made her way home. She was only a few miles away, but it was a long, agonizing trip, and she couldn't swing...not without making her ribs worse. Instead, she walked, hopping from rooftop to rooftop and then climbing down to the street after changing back into regular clothes. Glancing at her phone, she sighed when she saw it was almost six. May would be home soon, so she climbed up to her bedroom and hid her suit in its usual hiding spot. Grabbing pajamas, she went into the bathroom and showered, downing six ibuprofen and trying not to look at the bruises in the mirror.

Dinner that night was, thankfully, a quick affair. May made pasta and only burned it a little, and so they ate and then Penny excused herself, telling May that she had to get her homework done and hoping she'd feel better in the morning.

She did not feel better in the morning.

When Penny woke, it was to pain and stiffness, and she groaned when her alarm went off, pressing a hand to her side and gasping for pain when she started to sit up. She was only able to lay there in silence for a few minutes before there was a knock on her door, and she pulled her blanket up over her neck to make sure all of her bruises were covered. "Penny? Baby? Are you awake?"

"No," Penny called back, and her aunt reappeared, dressed for work.

"Baby?"

"Don't feel good." She muttered, closing her eyes when May lay a hand over her forehead.

"Yeah?" May sat on the edge of her bed, jostling her a little, and Penny had to fight back a groan.

"Can I stay home from school today?"

"Of course, sweetie." May brushed some of her hair back, leaning in to kiss her forehead. "Do you need a doctor?" Penny shook her head. "Do you need to call your internship?"

"Can I just see if I feel better later?" May gave her a look and Penny hurried to explain. "Please. It's like a job...I can't just miss it! If I lose the internship…"

"Okay, baby. You can see if you feel better later. If you don't, though, you call the internship and tell them you're sick. And if you lose your job over being sick, I'll personally go down there and kick Tony Stark's ass myself. Capisce?" Penny had to smile, nodding a little.

"Si, May. Capisco." Leaning in, May pressed another kiss to her forehead.

"I'll be at work until tomorrow morning, but I'm off Sunday. Call me if you need me, okay?"

"Promise." She lied, smiling when her aunt stood and then returned with a glass of water.

"Do you need anything else?"

"I'm okay. It's probably just a stomach bug." May nodded, patting her shoulder over the blankets before heading off to work.

Penny set her phone alarm for noon, figuring that would give her plenty of time to get ready for her internship...and somehow get there. Digging in her bedside table and pulling out a bottle of Ibuprofen, she swallowed five more, then curled up under her blankets and hoped she felt better when she woke up. The next few hours passed in a painful blur, and although the medicine allowed her to get some sleep, she dreamed about baseball bats and crowbars and pain in her ribs that never quite let up. She woke up with tears on her cheeks and wiped them with a groan, checking her phone and staring at the texts from May asking how she was feeling. She lied, told her she felt a little better, and then told her aunt that she'd be going to her internship.

No way she'd risk a future job at Stark Industries for a few bruises.

Getting up and moving around helped the stiffness, and although the pain was constant, she was learning to live with it. Learning to move despite it. She took a hot shower, letting the water pound at her bruises. It helped a little, and by the time she got dressed, threw her purse over her shoulder, then walked a handful of blocks to the subway, she had almost sort of forgotten about the pain.

She had also forgotten about Happy.

Her phone vibrated at 2:20, and as soon as she saw the screen, she swore under her breath, hurrying to answer it. "Kid? Where are you?" Happy demanded, sounding irritated. The world seemed to swim around her, and she did her best to focus, feeling odd and far away.

"Happy, I'm so sorry. I...I wasn't at school today."

"Why not?" He snapped.

"Um...I was sick."

"Oh…" He murmured, then went on. "I'll tell Tony you won't be there."

"No! I'm on my way." She assured him. "I was feeling sick this morning but I'm better now and I didn't want to miss my internship."

"Kid, Tony will understand if you're sick." Happy told her, voice a touch gentler.

"I'm fine. Really. I'm taking the subway and I'll be there soon."

There was a pause, and she heard Happy sigh on the other end.

"Yeah, alright kid." He grumbled, not sounding too happy about the turn of events. "What do you want to eat?"

"What? No...I don't…"

"It's part of my job, kid. Is a sandwich okay?" Penny let out a breath, wiping a hand over her eyes and ignoring the other people on the subway.

"Um...yeah. Please. And thank you."

"Yeah, yeah." He muttered, and then she was listening to the dial tone with a slight smile.

She had to have an excuse ready. As she headed up the stairs, body stiff and pained, she tried to come up with one. If she kept saying she fell, he was going to get suspicious. Her stomach twisted, and she wasn't sure if it was the thought of Mr. Stark finding out who she was or the pain in her ribs. Or maybe it was the ibuprofen she'd taken on an empty stomach, especially considering the only thing she'd eaten that day was a pack of peanut butter crackers before she'd left the house.

Happy was waiting for her in front of the building, a paper bag in hand, and she took it with a quiet thank you. "Yeah, sure thing kid. Boss said to come on down and... " Whatever else he said was lost on her when she caught sight of Natasha Romanoff passing her in the lobby. She had checked the mirror twice after she'd gotten dressed earlier, making sure that none of the bruises on her neck or sides were showing, especially considering she was wearing a long-sleeved shirt, a jacket, and a scarf. There weren't a ton of bruises on her neck...but she would still have to keep them covered up.

Natasha didn't stop...instead she headed to the stairwell, a phone pressed to her ear, smiling briefly at Penny and giving her a wave. Penny returned both the wave and the smile, heading to the elevator and then, finally, Mr. Stark's lab. Friday let her in, and Penny spotted the man immediately. He glanced up from where he had been working, and gave her a quick grin. "Hey, kid. Come on in. Go ahead and eat first if you want. I have to finish up this, uh…" He waved a hand, and Penny nodded, fighting back the wave of dizziness. She really did need to eat.

Penny carried her purse over to the designated spot by the wall, pulling it off her shoulder and let it drop, then started to shrug off her jacket, unable to bite back the stab of pain.

"Kid?" Her ribs shifted as she tried to reach around and take her jacket off, making the nausea come back full force, head swimming as she placed a hand against the wall. "Penny?" And then Mr. Stark was there, a hand on her shoulder, his movements slow and careful, making her wonder how long she'd been leaning against the wall, eyes closed as the room spun. "Talk to me kid. Are you okay?"

"Fell." She told him, trying to head off the questions.

"You fell?" He repeated, shaking his head. "What…"

"My apartment building. I was carrying too much and I fell down the stairs." There was a long silence. Too long. Her head was light and she felt like she might drop...might have to sit down right there on the floor, but that would hurt and she didn't know if she'd be able to get up. Finally, the hand on her shoulder tightened just a fraction.

"Alright. Let's sit down, okay?" She gave a weak nod, letting him ease her into a chair. "Let me take a look, kid." He murmured, lifting the edge of her shirt before she could stop him, but he froze as soon as he'd lifted her clothes a few inches. She knew it was bad...it had just happened the night before, so the bruises were fresh. "Kid…"

"It's fine." She assured him, trying to smile and wishing she had at least started on that sandwich.

"Did you tell your aunt?" He asked, voice careful, and she went stiff, shaking her head.

"No! She...she'll worry. She'll freak out." Penny pulled her shirt back down and he let her. "When she freaks out, I freak out and...I don't want her to worry." He was staring at her, huge brown eyes unfathomable.

"Take off the scarf." He ordered, voice soft. It was commanding...but sad. Oddly sad. And she didn't like it. Penny stiffened, then shook her head.

"I'm...cold."

"Friday, crank it up to 75." He ordered the ceiling.

"Mr. Stark…". She started, but he shook his head, lips pressed together.

"What's going on, kid?"

"Nothing. I just fell down the stairs…"

"You come in here with bruises almost every week."

"No...I just...I'm clumsy and…"

"If someone's hurting you…"

Her eyes went huge, jaw dropping. Was that what he thought? "No...no one's…"

"Then take off the scarf."

"I don't…". She shook her head, shrinking back when he stepped forward, frustration apparent in his posture. "I...Mr. Stark I…"

"Penny if you won't tell me…". He reached for the fabric wrapped around her neck and she jerked away, bringing her shoulder up, head cringing to the side, and the man froze. To her horror, tears were dripping down her cheek...her side hurt so much and Mr. Stark was going to figure it out and she didn't know what to do.

She wasn't ready.

There was another silence, this one longer. More loaded. After a moment, she had to sniff, praying that the tears would stop. That he would ignore them. That this horrible moment would finally end.

"Kid." The man's voice was a murmur and a gentle hand rested on her shoulder. She did her best not to flinch, the dizziness stepping it up a notch. "Penny?" She sniffed again, biting down hard on her lip to make it stop. Why couldn't she make it stop? "Hey...Pen...I'm...I'm sorry. That was out of line. I...keep the scarf on if you want. It's okay. Just...here." She sniffed again, letting him press a bottle of water into her shaking hands. She took a long drink, then placed it on the table next to her food, still not looking at him. "We'll work here, okay?" She nodded, eyes downcast. "Unless you'd rather go home. That's okay too. Happy can drive you." She shook her head. She didn't want to go home. "Okay. Do you need a doctor or anything?" She shook her head again, trying to stop her lip from trembling...trying to slow her racing heart. After a moment, he handed her a bottle of Advil and went over to the other workstation while she swallowed five.

Silently, then, he brought the tablet over to her workstation, bringing up the specs for the suit they'd designed, obviously trying to move forward. To make sure she was comfortable. "The suit will alert me to any damage to the surface that needs to be repaired...and I can interface with the AI...let her know when I have updates. Otherwise, it looks like everything is working perfectly. You did good, kid."

She smiled a little at the praise, eyes trained on the table.

He was going to figure it out. Surely, he would connect the dots soon. So...should she just tell him. Get ahead of it? But how was she supposed to explain? How could she just say the words? Mr. Stark, I've been lying to you. I'm Spidergirl. Also, I'm not deaf...just needed an excuse not to talk so I could lie to you some more.

"Most of the suit's functions are locked under the training wheel protocol, so although she'll have access to the AI, she won't be able to use things like instant kill or all of the webshooter combinations. She seems fine but I don't want to take the risk of giving her an overpowered suit just in case she turns evil." He said it with an almost laugh, but Penny turned to him seriously.

"Do you think she will?" She wondered, looking him straight on for the first time. His eyes met hers and he hesitated just a little before shaking his head.

"No...I don't really think so."

"Do you know who she is?" She asked, her own voice sounding strange and far away as she fumbled with the paper bag. His eyes narrowed a bit, but she was sure he was being honest when he answered.

"Not really. She spends a lot of her time near the college...so maybe a college student." She smiled internally. So that plan had worked. "I looked through the database of students...there are a handful of deaf students that attend, but I didn't see any likely matches." He shrugged. "She can keep her anonymity for now if she wants. Hopefully, she'll trust me enough to tell me who she is one day. For now, let's look at this." He tapped on her notebook. "You has designs for a phone with an AI...let's talk about possible uses."

Trying not to sigh in relief she nodded, finally managing to pull a sandwich out of the bag right as the world went dark and she felt herself falling sideways, the paper-covered sandwich slipped out of her suddenly limp hand.

_**Thanks for reading!**_


	15. Crash

_**Thank you so much to everyone who has read and reviewed! I really appreciate it! I hope you enjoy the new chapter!**_

_Crash_

Penny didn't dream. There was only darkness. And in some faraway part of her, she thought something might be wrong. Her body was just so happy to have rest. She knew that her speedy healing required food and rest...she'd learned those things the first time she'd gotten hurt...really hurt. She'd slept for ten hours after a stab wound to the shoulder, and when she'd woken up, she'd been ravenous, eating an entire package of Oreos with what must have been a gallon of milk. But the stab wound hadn't even scarred.

But she hadn't eaten anything in a while...searching her mind she was unable to remember the last time, which might explain why she felt this way. Like she could drop back into the soothing darkness and just...stay there. One moment, there was nothing, and then she could hear something outside of the darkness. Something...something loud.

There were...voices. Someone was with her and she was...she was on the floor? Penny wasn't sure why, but she couldn't get up, that was for sure. Her muscles felt like they were infused with lead, and her head spun a little when she even thought about moving. A hand touched her shoulder, and then two fingers pressed to her throat. She couldn't remember why that was a bad thing...couldn't remember why the world was spinning and why she felt like, even though she was laying down, she might fall. "Tony, you need to breathe." Someone said...a woman. A woman whose voice Penny knew. "Hey, she's breathing. Now you breathe."

"She just...she fucking...dropped..." The words were said with a gasp for air. A plea. "She...I thought...she said she fell down the stairs earlier and...I don't know...Nat…"

"She's going to be okay. Take a breath, Tony." Someone ordered. "Penny?" The woman asked, fingers tucking hair behind her ear. On the ground. She was on the ground and everything hurt, but especially her side. Her ribs. She was laying on the ground on her right side and it hurt! She groaned and those same hands rolled her over so that she was laying on her back. "Did you scan her?"

"I just got a look at her side…". The other voice came back, this time calmer. "I didn't get the chance…"

"Okay." The woman interrupted as his voice started to waver a little. "Can you pick her up or should we get Steve?"

There was movement and Penny tensed when a hand slipped under her back. "Easy, kid. Just me. I'm going to get you off the floor, okay? I have no idea when I last mopped." They joked, and she suddenly realized who that was. Mr. Stark. She'd fallen? Passed out? She prayed that wasn't true...that this was somehow a dream? Was it possible that this was a dream? The world spun as she was lifted into someone's arms, her head resting on their shoulder as they grunted and straightened. She tried to open her eyes, wondering if that would be even more embarrassing, then settled for just resting, feeling the world spin around her. The movement was killing her ribs, but she could only groan, jaw clenching in pain.

After a moment, she was placed on something softer, and she groaned again, trying to sit up and failing when hands pressed on her shoulders. "Nope. You stay put, kid." Mr. Stark ordered, his voice gentle.

"Mr. Stark…" She started, but another hand touched her forehead.

"Penny? Can you hear me?" Natasha! The other person was Natasha, she realized with a start, and Penny nodded a little. "Okay. How are you feeling?"

"Dizzy." She told the woman, voice slurring. It was more than that. Penny felt...weak. Weak in a way she hadn't felt since the bite. She had to assume that was a combination of not eating and being more injured than usual. Still, she didn't want to talk about the injuries. It was bad enough that Mr. Stark had seen her side. She couldn't believe she'd let him...then again, she'd been on the verge of passing out so...she wasn't sure what else she could have done.

"Have you eaten today?" Penny hummed in agreement, although she wasn't sure what exactly she'd eaten, or whether or not she was telling the truth. "Okay, you're going to feel a little pinch." Something poked her in the finger and she flinched, starting to pull away, but a hand held onto her wrist. "Just a second." Something touched her finger and then the hand released her wrist.

That's when she opened her eyes.

Mr. Stark was sitting beside her, jaw tight, eyes trained on Natasha as the redhead stared down at a little machine, her lips pressed in a tight line. "Tony, I need a soda. Now." She told him, her voice quiet but sharp. He stood, disappearing from her sight for a moment. "Penny? Hey." Natasha tapped her cheek, and Penny struggled to focus on her. "You with me?"

"Yeah…"

"When was the last time you ate?"

"I think...earlier...I ate...something." She nodded.

"Okay. Your blood sugar is low, so we're going to have you drink this." She told her, her voice the picture of calm. And then there was an arm wrapping around her back, easing her up, and a straw was pressed to her lips. She took a sip, then another, the sugar beating back some of the dizziness. "Food," Natasha ordered then, and she started to try and sit up again, but the woman held her still, and she obeyed.

"What?"

"Tony is going to get you something to eat," Natasha explained, voice soft. Almost gentle. "Friday says you have some broken ribs." It wasn't a question, but Penny felt the desire to explain herself anyway.

"I fell. I was carrying something up the stairs and I tripped...at my apartment." The woman didn't look away...barely seemed to blink at she met Penny's gaze. "I swear. I just tripped." She whispered. "I was carrying bags up to my apartment...I stayed home from school this morning because I didn't feel good. I was sleeping...I guess I just forgot to eat." Penny prayed that enough of that was true that Natasha would believe her. The very last thing she needed was for the two of them to start suspecting something. But...Mr. Stark already did, didn't he? He had reached for her scarf...and yeah, he'd apologized. He'd said he was out of line. And she didn't think he'd push her again...but he suspected something.

"Penny, you have to understand, you look like someone took a baseball bat to you." The woman told her softly, leaning in, presumably so that Mr. Stark didn't hear. The correction 'crowbar' came to mind but she dismissed it quickly, afraid that Natasha could read somehow read her mind. Penny glanced around, catching sight of Mr. Stark who was returning from the kitchen area of the lab, a plate in hand, jaw tight. He looked upset. Maybe even angry. But when he reached them, he sat down on the sofa beside Penny, Natasha sitting on her other side, a hand on her shoulder helping her keep her balance, he softened. Smiled a little.

"Here you go, kid." He offered her a protein bar, mostly chocolate, and she took it. On the plate he was holding there was a sandwich and a baggie of carrots. She ate the protein bar, eyes downcast, then, feeling a little more stable, she ate the sandwich, then scarfed down the carrots, uncomfortably aware of Mr. Stark and Natasha watching her. The whole five minutes she spent eating was spent in silence, with Mr. Stark scrolling through his phone and Natasha pretending not to watch her.

The woman was usually a better actress, but Penny kept catching her eye. Kept seeing her lips flatten before relaxing. Worry. Concern.

"Let me test your blood sugar again." Natasha murmured, breaking the silence, and Penny held a hand that was no longer shaking. The woman pricked her finger, and then placed the test strip into the machine.

"Better?" Mr. Stark asked. Natasha nodded. "How about you, kid? You feel better?" He asked, voice soft and serious.

"Yeah...I'm...I'm sorry. I didn't…I don't think I really ate anything today because I wasn't feeling well."

"Where was your aunt?" Natasha wondered. Penny felt a jolt of alarm but shoved it down, stomach twisting.

"She has to work a double...she won't be home until tomorrow morning." She shrugged. "I just...I didn't want to miss my internship." Her voice went small at the end, and she dropped her eyes. Mr. Stark took a deep breath, and she wondered if he was going to yell at her. If he was going to kick her out. Tell her that she didn't have an internship anymore. Eyes heating up, she clenched her jaw, refusing to start crying on top of everything else.

Mr. Stark shifted a little closer, dropping his head to try and meet her eyes. "You won't lose your internship if you need to miss a day. You're allowed to have sick days, Penny. It's in the contract. All you have to do is call. If you're hurt, you can stay home. Okay?" Penny nodded, biting down on her lip. "Hey." His voice turned a little more stern and she finally looked up at him. "You hear me?"

"Yes, sir." She murmured, knowing the sir wasn't necessary but feeling like it needed to be added.

"I have doctors here." He's started, but she shook her head.

"I don't need a doctor. I'm fine...it's not that bad. I just landed on my side." She insisted, shaking her head.

He opened his mouth, probably about to argue when Natasha cut in. "Okay. No doctor. Will you let me look? I have some medical training too." Penny hesitated. She wanted to say no. Wants to insist that she was fine. But she knew that they were suspicious of her story. So she nodded.

"Okay," Penny whispered. Mr. Stark stood, giving a quick nod and clapping his hands.

"Alright. I'm going to run upstairs. Come on up when you're done."

"We can still do the internship…"

"No way, kid. You're taking today off." He pointed a finger, but his expression was still soft. And then he was gone.

Before Penny could get worried, Natasha placed a hand on her arm. "He isn't angry with you. He was scared." She told Penny softly. "You aren't going to lose your internship." She just nodded a little. "Okay. Friday, lock all of the doors to the lab. No one can come in."

The woman let her stay where she was, and Penny pulled her own shirt up, letting Natasha get a closer look, the woman's fingers ghosting over her ribs. "At least one is broken. Probably two." She pressed gently on Penny's side and she flinched. "Sorry...it sounds like you're breathing okay. Is it difficult to breathe?" Penny shook her head. "Okay. You need to rest. Give your side a chance to heal."

"I can go home…"

"I think it would be better if you stayed here, at least for a few hours. I can call your aunt and talk to her if you'd like."

"No! I mean…I really don't want to intrude…"

"You are not intruding." The woman cut her off, voice soft. "Tony has plenty of guest rooms. I'd feel much more comfortable if you stayed here, at least for the night. We have doctors here...a whole medical team just in case something happens. Bruce will be just a floor away if we need him." Penny was quiet, and Natasha went on. "When will your aunt be back?"

"Tomorrow morning."

"Okay. I can speak with her if that would be better...tell her that I offered to let you stay the night here. We don't have to tell you that you're hurt." Penny hesitated. "You told her that you were sick, right?"

"You...you don't mind lying to my aunt?" She asked, voice hesitant.

"I lie for a living, kid." The woman reminded her. "I'm a spy, remember?" Penny let her shirt drop, then crossed her arms over her chest, feeling like the woman could somehow see right through her.

"Yeah." She muttered.

"Are you okay with staying here?" Natasha asked, putting a hand on her leg, and Penny nodded.

"Are you sure Mr. Stark won't mind? Or...or the others?"

"He won't mind. I promise. This place has more guest rooms than a hotel. There's plenty of room. And we'd all feel more comfortable with you close by, just in case something happens." Penny blinked at her, eyes darting to the door. "It's better that you're not alone with broken ribs, just in case one of them shifts...if you move too quickly or if you were to fall again, one of them could shift. Puncture a lung. It would be better for you to rest here."

Penny didn't want to stay there. Because, while it was a dream come true for her to be invited to stay in the Avengers Tower with the Avengers themselves, it was also dangerous. Dangerous because the more time she spent with them, especially while injured like this, the better the chances that they would figure it out. That Mr. Stark would put two and two together, or Natasha would start to question the fact that, by morning, her ribs would be much, much better.

But how was she supposed to say no?

"I can call her." She told the woman who gave a quick nod, straightening and taking a step back.

"Alright. Where's your phone?" Penny gestured toward her purse and Natasha retrieved it from the corner where she'd left it, placing it on the sofa beside her. "I'm going to let Tony know that you'll be staying. I'll be right back."

Penny nodded, grabbing her phone from her purse and gripping it in her hand. She already felt better thanks to the food and was sure her super healing would be kicking in soon. In the meantime, though, she would have to call her aunt and do her best to keep lying to...well...everyone.

The phone only rang a few times before her aunt picked up, and Penny closed her eyes, dropping her head against the back of the sofa. "Penny?" Her aunt answered, voice hushed.

"Hey, May. Um, I'm at my internship and I...I kind of wasn't feeling great."

Immediately the woman was worried. "Do you need me to…"

"No." She cut her aunt off, shaking her head even though the woman couldn't see her. "No, I'm okay. But Natasha said she'd feel better if I stayed here tonight."

"At...at the tower?" She asked, voice dubious.

"Yeah. There are a lot of guest rooms...Natasha kind of insisted."

"Penny...are you okay?" Her aunt asked, her voice soft. Worried. And Penny could have kicked herself.

"Of course...yeah...it's just a cold or something. But I wasn't feeling well and Natasha said that I could stay the night."

"With Natasha." Her aunt repeated.

"With all of the Avengers." She clarified, hoping against hope that the presence of more people would help her case. "In a guest room."

"Penny, are you sure you don't need me to come get you? I can get a few hours off of work."

"No...May I'm fine. I promise. Just need to rest."

There was a pause so long that Penny worried her Aunt was just going to say no...to tell her that there was no way she was staying at the Avengers tower which might lead her to say that Penny couldn't do the internship anymore and then…Penny wiped a tired hand over her face. She wanted to close her eyes and sleep some more, but… "Okay." Penny blinked in surprise.

"Huh?"

"I said okay. Do you want me to pick you up in the morning?"

"Um...I'm not sure. I think Happy might drive me home. Or I can take the subway."

"Okay, baby." May's voice had gone soft and Penny smiled.

"I love you, May. I'm fine. I promise...just a stomach bug."

"You know I worry about you."

"I know."

"And you know that I don't trust that Tony Stark."

"You can trust him, May. He's really nice, and he's a good boss...plus he's kind of a superhero." Her aunt hummed.

"Okay. My boss is coming over. I'd better get back to work. I love you, baby."

"Love you too." She murmured into the phone, then hit the end button, staring down at her phone for a moment until Natasha returned.

"Everything okay?" She asked lightly.

"Yeah…um...everything's fine." Penny smiled, shifting a little on the sofa and dropping her phone into her purse. "She doesn't care if I stay over."

"That's good. Why don't we get you upstairs? Tony already had a guest room set aside for you." Natasha held out a hand, and Penny only hesitated for a second before taking it, letting the woman wrap her arm around her shoulders, then lead her to the elevator, Penny's purse in her hand. "How are you feeling?"

"I'm fine. I promise. I could probably go home…" Natasha smiled, laughing a little under her breath.

"What, you don't want to hang out with the Avengers?"

"It's not that." She shook her head. "I just...I don't want to impose…"

"You're not."

"I mean...Mr. Stark is my boss and…"

"I promise you, Tony doesn't mind." He told her, the two of them in the elevator, Penny leaning against the wall. "Neither will anyone else."

Penny prayed that was true as they stepped off the elevator into a room full of Avengers.

_**Thank you for reading! **_


	16. Superheroes

_**Okay, I don't love this chapter. But I fought with it and fought with it, and I give up. So...this is all I've got.**_

_Superheroes_

Penny didn't often feel small. Not since getting her powers. Most days, she felt strong. Sure. Powerful. Before the bite, she'd often felt vulnerable. Like she could be so easily hurt. And yeah, she took public transit to school, and sometimes she had to deal with creepy men and catcallers and sometimes there were bullies at school...she hadn't usually felt afraid, exactly. Just...it had hit her sometimes. She was small. She was a girl. She was vulnerable. But not after the bite. After the bite, she hadn't worried about walking home alone or riding the subway. Sure, the creeps still existed. And yes, she sometimes felt uncomfortable. But not afraid. Not small.

Now, as she stepped into what looked to be a normal living room filled with superheroes, she felt small. Petite. Vulnerable. Dwarfed by the people who all turned in their seats to look at her, eyes wide, eyebrows lifted. Beside her, Natasha put a gentle hand on her back, her thumb rubbing comfortingly.

Penny had thought that the living room of Tony Stark and the Avengers would look like a magazine cover. Like something out of a sci-fi movie or maybe HGTV...she wasn't sure. Either way, she hadn't imagined this. Hadn't imagined beautiful but comfortable sofas with blankets thrown over the back or a coffee table covered in mismatched cups...coffee mugs and glasses of different heights and a single reusable water bottle. On one sofa facing the large TV mounted to the wall, on which what she was sure was Mario Kart was paused, Captain America, the Falcon, Hawkeye, and Scarlet Witch all had Wii remotes in their hands.

Beside that sofa was another one where a book had been turned upside down to mark a page, and beside it, a blanket was thrown over the arm of the couch. And across from the mostly empty sofa were two chairs, a coffee table in the middle, where Thor and Bruce Banner sat, seeming to have paused mid-conversation. Penny could see a bookcase in the corner where another loveseat and a chair sat, and there was a fully stocked bar on the other end of the room, complete with barstools. Past it, she could see a dining room with a counter, along with more barstools, and a table that looked like it would seat the entire Avengers team and then some.

Steve was the first to react to her presence, pausing their game.

He stood, setting the remote down and approaching, looking concerned. "Hello, Penny." He glanced at Natasha, then smiled at Penny. "We weren't expecting company or we would have cleaned up." He said it like a joke, but his voice was almost earnest. "Is...is everything okay?"

"Penny is staying here tonight." The way Natasha said it, it sounded like something had happened. Something bad. Something worse than what had really happened. But she didn't give any more explanation and Penny had no idea how to elaborate, so she just smiled a little, then dropped her eyes to the floor, feeling her cheeks heat up. She didn't want to impose. Didn't want the actual Avengers to have to stop and accommodate her presence. But Steve reached out, touching her shoulder.

"Well, it's good to see you again. Why don't you come and sit down?"

"Oh...I don't want to…" She trailed off as he led her forward, letting him guide her over to the empty sofa while the others pretended not to watch, Natasha close behind. The spy took a seat beside the book, picking it up and placing it on the arm of the sofa on top of the blanket, and Penny lowered herself gingerly down beside her, trying not to show on her face that it hurt. Sadly, there were at least two spies in the room, so she doubted that she was fooling anyone. Still, she tried not to seem too stiff as she sat down, but a stab of pain in her side made her flinch.

Natasha pretended not to notice, grabbing the blanket and threw it over her, letting Penny straighten it out, giving her something to do. "Do you want anything to drink? Or we have some leftovers from lunch. We had Chinese if you want any."

Penny started to tell him no thanks, but Natasha did something...Penny glanced over, but by the time she'd turned her head, Natasha was looking down at her book. When she looked back up, Steve was walking away. And everyone was staring at her. "You've all met Penny," Natasha told them, gesturing to her. "Penny, you've seen everyone on TV, right?" She was smiling, teasing, and Penny smiled back.

"Uh...yeah." She muttered.

"It's good to see you again, kid." Hawkeye nodded to her, breaking the silence. "You're Tony's intern now, huh?"

"Yeah...yeah, I am."

"How's that going?" He asked. His tone was easy. Kind. The voice of someone used to talking to teenagers.

"It's good." She struggled to think of someone to say, voice trailing off. Just then, Steve returned with a tall glass of ice water that she took with a muttered thank-you, taking a sip before setting it down.

"So, introductions." Penny turned to find Mr. Stark emerging from the hallway, clapping his hands once as he approached. "Everyone, you've met my Intern, Penny."

"Yeah, Tony. We already…" Clint started, but Mr. Stark cut him off as.

"Penny, you know Steve. This is Clint and Sam." Beside Clint, Sam smiled, nodding a little.

"Hi, Penny."

"Over there, that's Thor and Bruce."

"Hello, Penny." Bruce nodded to her, dropping his book. He'd been watching as closely as the others...and he was a doctor. She'd have to be careful around him. Extra careful. Also...that was Bruce Banner. The Bruce Banner. The man on whom she'd written at least four papers. Swallowing a smile, she fought the urge to wave like an idiot.

"It's good to meet you, Penny." Thor smiled at her from across the coffee table. She'd expected him to be louder. To have a booming voice that shook the room like thunder. But his voice was soft. Kind. He reached out a hand to shake and Penny forced herself to lean forward, wincing as she reached out her own hand to shake his.

"Nice to meet you, sir."

To her surprise, no one asked her why an intern would be staying the night. Instead, they went back to their game or their books, Mr. Stark sitting beside her and passing her the purse she'd brought which held her phone. "You want anything else to drink, kiddo?" He asked voice soft enough that it was obvious Penny was the only one he was talking to. Everyone else in the room seemed to look away.

"No...no thank you. I'm okay."

"So...what grade are you in?" Clint wondered, breaking the awkward-feeling silence once more. She caught the look Mr. Stark shot him, but she was glad to have someone talking to her, even if it was to ask the standard teenager questions. Sam had restarted the game, and the three glanced from the TV to her when she answered.

"10th."

"Where do you go to school?" Sam asked them. Whoever was playing Princess Peach seemed to be winning.

"Midtown." Sam whistled. "Damn. You're one of those genius kids, huh." Penny felt her cheeks heat up, but he said it with a grin. "No wonder you get to work with Tony in the lab. What are you guys making down there anyway?"

"Robots." Tony deadpanned, and Sam rolled his eyes at the brush off.

Sandwiched between Natasha and Mr. Stark, Penny started to feel almost comfortable, some of the tension bleeding from her shoulders. It seemed like a normal evening...no one seemed upset that she was there. Confused, maybe. Even suspicious. But not angry. She pulled out her phone, picking up a conversation she'd been having with Ned, and for a while, it was almost quiet. Oddly quiet. Uncomfortably quiet.

"On your left." Steve suddenly said with a grin, and Clint cursed under his breath as the screen zoomed in on Princess Peach, declaring her the winner.

"I want a rematch!" Clint snapped, and Steve chuckled while Sam put his controller on the table. Apparently, he'd stopped paying attention to the game. She'd felt his eyes on her. Watching.

"Maybe later. We have company." The way Sam looked at her made her nervous. Not that she was afraid of him or anything...he seemed nice. She was sure he was nice. Friendly. He was the kind of guy who would help her out if she needed it. Hell, they all were. But he was paying attention. She couldn't have them paying attention to her.

This was why she hadn't wanted to stay.

She looked up to the Avengers. She thought they were amazing...they were her heroes! But she couldn't tell them anything. Couldn't tell anyone anything. Ever. Because she was Spidergirl and they thought that something was going on and they couldn't guess...she couldn't let them guess. It felt like all eyes were on her...like everyone was staring at her, and her chest felt tight...panic started to bubble beneath the surface.

She needed to get out of that room.

"Um...Mr. Stark?" He glanced over, looking concerned.

"What's up, kiddo?" Their voices were too loud...she felt like she should whisper, but she forced herself to speak normally.

"Where's your bathroom." He pointed back to the hallway.

"Second door on the left." Grimacing as she stood, Penny did her best to keep her face neutral...tried not to let the others see that it hurt to get up. That it hurt to move, to walk, to breathe. Because she didn't need them asking questions. Natasha shifted a little at her side, and she hoped the woman wouldn't try to help her...thankfully she didn't, and before anyone could comment, she slipped out of the room.

She was almost to the bathroom when she heard Bruce speak up.

"What's wrong with her?" The scientist asked as silence fell over the room. His words, easily picked up by her enhanced hearing, made her stop in her tracks, and she leaned against the wall, eyes closing.

"What do you mean?" Mr. Stark wondered, his own voice bland. At least he was trying to cover for her...she hadn't thought he would.

"She's hurt. What happened to her?"

"She said she fell down the stairs at her apartment today," Natasha said in a tone that spoke volumes about how much she actually believed that. Penny sighed, wishing the woman was a little less observant.

"Is she okay?" Bruce asked, sounding more concerned than before.

"She's fine. Her aunt has to work all night and I invited her to stay here." Mr. Stark told them.

"She fell down the stairs." There was too much doubt in Clint's voice for Penny to feel comfortable...not that she thought she could figure out a way to convince them. "When?"

"This morning."

"And her aunt didn't take her to the doctor?" Clint asked.

"She was working," Natasha told him. "Penny said she didn't want to worry her...so she didn't tell her. She stayed home from school today."

"And her aunt knows that she's staying here." Steve wondered, his voice softer than the others.

"Of course. What, do you think I kidnapped my intern?" Tony asked with a snort. "She called her a little while ago to ask if it was okay."

"Did you have a doctor look at her?" Bruce asked.

"I looked at her. She'll be okay. Just some bruising." Natasha lied.

"It would be better if a doctor…" Penny wasn't sure why Bruce abruptly stopped speaking, but he did, and there was silence for long enough that Penny felt comfortable stepping into the bathroom, sure she wouldn't miss anything.

After she'd washed her face and sent a text to Ned telling him that she'd just watched the Avengers play Mario Kart, she stepped back into the hallway to the sound of Mr. Stark asking for suggestions for dinner.

"We'll eat whatever the kid wants," Sam told him, and apparently that was that. In the background, the sound of the TV had changed from the video game music to what she thought was the news. Everyone agreed, and Penny hesitated for a moment before stepping into the room once more, careful to stand up straight, making her way carefully to the sofa. Mr. Stark moved his legs, making it a little easier for her to reach her seat, and Natasha scooted over a little to give her a little more room.

"What do you want to eat, Penny?" Mr. Stark asked, holding up his phone. "I'm about to order dinner since I've got all these freeloaders around."

"Speaking of freeloaders, where are Wanda and Vision?" Clint asked with a smirk.

"Out," Natasha told him dryly. Mr. Stark was still looking at her expectantly and she shrugged.

"I...I don't mind. Whatever everyone wants…"

"Pick something, kid. I'm starving." Sam ordered, picking up his own phone, and Clint kicked him in the shin.

"Um...Thai?" She asked, picking one of her favorites, not sure if the others would like it. Immediately, the man nodded, and the others were throwing out orders so quickly that at first, Penny didn't know how he was keeping track of them...and then she realized that Friday was the one that was going to place the order, and she asked for Pad Thai.

Dinner was quiet. The others asked her a couple of questions...Bruce asked about school and how it was going with the internship and Steve asked if she'd liked the convention. Thor and Sam were lost in their own conversation for a while, and Natasha and Clint did the same...it felt like a normal evening. But not. Because these were the Avengers. The people who she could never let find out about her identity.

After dinner, everyone seemed to disperse, leaving Penny with just Mr. Stark and Natasha, along with Clint who suggested a movie. Penny wanted to ask if this was what they did all day...watch movies and play video games. They were superheroes so surely not. Surely they...trained or something. Right? Had...day jobs? How did they make money? Well, Mr. Stark had plenty, so she guessed that wasn't a problem. Regardless, Penny found herself on the sofa once more, wrapped in a blanket, the four of them watching some mindless action movie that Clint picked out. Penny found herself nodding off a little...she wasn't really invested in the movie. She felt...alone. Isolated, despite the fact that she was with Mr. Stark and Natasha and Clint. Like she was hiding.

After the movie, Penny asked Mr. Stark if she could go back to her room. "Of course you can, kid. Come on, I'll show you which one is yours." Clint and Natasha wished her a good night, and she followed her boss to the guest room he'd set up for her, which was a weird thing to think about. She was staying the night at her boss's home. It was a nice room. Like...a hotel room. Clean white carpet. Full-sized bet with a white comforter. A generic flower painting on the wall. A dresser with toiletries on top. A TV on the wall. "The bathroom is through that door. Pajamas are in the dresser, and the bathroom is fully stocked. Watch whatever you want on TV. Just ask Friday if you need anything."

"Thank you, Mr. Stark."

"Sure thing, kid. If you get hungry or anything, you know where the kitchen is." He hesitated then, crossing his arms. "Are you okay, Penny?" She nodded not letting herself meet his eyes. "Penny?" He reached out, touching her arm. "Kid? You feeling alright?"

"Yeah...I'm just tired." She murmured, the lie coming easy. It was one she'd given to May a hundred times. It was only eight o'clock...nowhere close to when she would usually go to bed, but she'd already asked to go to her room. "Thank you for letting me stay tonight."

"No problem, kid. You can stay anytime you need to." He squeezed her shoulder. "Have Friday get me if you need anything." She nodded as if she would ever wake him up for anything. Ever. She didn't know if Miss Potts was around but if she was and Penny woke Mr. Stark, she'd probably wake her too. So there was no way.

Mr. Stark gave her one last smile, stepping out of her room and shutting the door behind him. And then she was alone.

Slowly, pressing her hand to her side, she moved toward the bed and sat down, head dropping into her hands. Her phone sat on the bed beside her where she'd dropped it, a text from Ned lighting up the screen. She was alone. She was alone.

Penny was Spidergirl and she was alone. And tired. Exhausted from hiding this secret...from being alone always. She took a deep breath, ignoring how that hurt her still tender side. She couldn't do this anymore. Not alone.

She opened up the message that Ned had sent, ignoring it completely as she typed the words of her own message. "We need to talk. Can I come over tomorrow?"

And, dropping the phone back onto the bed, she took a deep breath, telling herself that she was doing the right thing. If she was going to keep this up, then she was going to need an ally. A friend, like in the movies. Superheroes in the movies always had a friend. A...not a sidekick. A...guy in the chair.

_**Thank you for reading**_


	17. Cocoa And Confidants

_**Hello everyone! I apologize for the week's delay and wanted to thank everyone for their patience. Due to health reasons, I had to skip a week, but here is the new chapter :)**_

_Cocoa and Confidants_

The dream woke Penny at 3:02 am, and her eyes flew open as she choked on a gasp of air. Her fingers fisted in the sheets as she stared at the ceiling in the dark, mouth open, air not coming fast enough. They knew. They all knew. Mr. Stark knew and he hated her...he'd told her to get out. He'd taken the suit and someone had told and...and May was in danger and…

"Miss Parker? You seem to be in distress. Would you like me to call for assistance?" Penny blinked several times, bringing a hand up to her face and wiping at cheeks that were wet for some reason. She was...crying. Oh.

"No." She rasped, shaking her head. "No...I'm...I'm okay." Just a dream, then. Closing her eyes, she fought to calm her breathing, trying to make sure that Friday wouldn't call Mr. Stark or anyone else. The last thing she needed was to be even more of an inconvenience. She wondered how anyone could stand living with an AI, always ready to tell someone if you were in distress. If you were upset or crying or trying to hide something.

Like the fact that you were a superhero.

She groaned, staring up at the ceiling and taking deep breaths to calm her racing heart. It had just been a dream. No one knew who she was. She didn't have to worry. Not yet. Sure, Mr. Stark was looking at her with more and more suspicion and Natasha seemed worried about her. And yeah, she was hurt and now all of the Avengers probably knew all of the details. How she had bruises all over her sides and how she was hurt all the time...and how long would it take for them to put some pieces together? To get a glimpse of the picture this puzzle would make?

The night before, she had spent hours by herself in that room, texting May to reassure her aunt that she was fine and that everyone was being really nice, and then watching TV for a bit while scrolling through social media. It had felt...strange. Lonely. Isolated. Like she wasn't really supposed to be there. She had found pajamas in the dresser, folding her clothes carefully and placing them in the chair by the window as if she were about to be inspected. As if someone was watching to make sure she didn't mess anything up. And sure, it probably would have been fine for her to leave her room. It wasn't exactly house arrest or anything. Still...she'd felt like she shouldn't. Instead, she'd climbed into bed, grabbing her phone and re-reading Ned's answer to her message.

"Yeah, my mom's working late so any time tomorrow. Are you okay?"

That was the question, wasn't it? Was she okay? She had met the Avengers. Again. Properly this time. Heck, she'd watched them play Mario Kart! Usually, that would have been the coolest thing in the world. But now...now all she felt was lonely. They were a team, but how in the hell would she ever be accepted by them as Spidergirl? They were nice to Penny because she was Mr. Stark's intern and she was a kid. How would they feel about Spidergirl if she knew that Spidergirl was 14? A child. A liar.

"I just really need to talk to you about something." She had settled on responding, curling up under the luxurious blanket on what felt like silk sheets, pulling them up to her neck and burrowing into the pillow. And there she had stayed until the dream had woken her at 3 in the morning, her throat dry. Shivering, she wrapped herself more firmly in the blanket, wiping uselessly at her face. Slipping a hand out, she found her phone, then brought it to her under the covers, checking to see if Ned had texted her back. He hadn't. But she did find a message from her aunt.

"I'm glad you're having fun. How are you feeling?"

"I'm feeling a lot better." She answered, putting a bunch of smiley faces and heart emojis at the end. Then, rolling over in bed, she stared at the door. "Hey...um...Friday?" She asked, her voice a whisper.

"Yes, Miss Parker?"

"Ummm...just...it's just Penny. Can...am I allowed to get a drink? From the kitchen?" She knew that she could just drink from the bathroom sink, but she wanted to stretch her legs. Wanted out of this room that felt like a hotel room where she felt like a surprise houseguest...it was how she'd felt when she'd first moved in with Ben and May. Not unwanted but unexpected. Un-prepared for.

"Of course, Penny. You are welcome to go into any of the common areas, as well as the balcony." She nodded, muttering her thanks as she stood, dressed in comfortable navy blue pajamas, a button-up top and matching long pants. The picture of 'pajamas' if you looked in a dictionary.

She turned her doorknob slowly, barely moving so as not to make any noise. After what felt like a full five minutes of this, she slipped out of her room, heading for the kitchen down the hall. She moved past a few other rooms, all with their doors shut, and the bathroom she'd used earlier. Within some of the rooms, she could hear breathing or snoring, so it sounded like everyone was asleep...good. She made double sure to keep quiet.

In the kitchen, she grabbed a glass from the top cabinet, filling it with water from the sink, not about to chance the ice maker waking anyone up, and downed the mildly cool liquid, sighing in relief as it soothed her throat. Filling it again, she took another drink, then moved over to the sink, washing it as quietly as she could, then drying it, replacing it in the exact same spot she'd found it in.

Sighing and wiping a hand over her face, she leaned against the cabinet, wishing she could go back to sleep. Wishing she could go to sleep and not dream. Wishing shed already told Ned and that he was fine with it and that everything was fine. That she wasn't in the Avengers tower surrounded by people she couldn't talk to...had to hide so much from. Even Mr. Stark who was so nice and who was a really good boss but who she had to be careful about. Because he couldn't know that she was a liar. That she was deceiving him and taking advantage of him

She shook her head to clear away those thoughts and walked into the living room, hesitating at the balcony door, fingers touching the doorknob but not turning. "Friday, can I go out there?" She asked, keeping her voice soft.

"Yes, you may." Penny opened the door then, slipping out onto the balcony and into the cold night air. Shivering, she sat down on a fancy chair by the railing, dropping her head into her hands and trying to be sleepy again. She was tired, sure. Her whole body was heavy and tired, and it was freezing but she barely felt it.

She knew that May was suspicious. Knew that her aunt, despite being a very busy person, had noticed her limping sometimes. The odd bruises. The makeup she wore more of now. And she hoped that having Ned in on everything would help. It would give her someone to help come up with more convincing and varied lies, and also someone to back her up when she wanted to stay out late. She hated lying to May, of course, but what choice did she have?

When the balcony door opened, her whole body jerked in surprise, and she looked up, wide-eyed. Like a child caught somewhere they weren't supposed to be. But she knew that she was allowed on the balcony...shed asked first! Would Friday have told her that she could be out here if it wasn't true?

"Hey, kid." Mr. Stark greeted with a yawn, rubbing a tired hand over his face, and she prayed that she hadn't somehow woke him. Despite the hour, he didn't look all that surprised to find her there.

"Mr. Stark...hi. Are you...I mean...I didn't wake you, did I?"

"Nope. I'm an early riser, don't worry." He took a seat beside her on his own fancy chair, hands clasped in his lap. "What's going on? You okay?"

"Oh...yeah, I just couldn't sleep." It wasn't a lie, so she didn't feel so bad saying it. Well, she'd been able to sleep, but only for a few hours.

"How does your side feel?"

"Fine," She promised with a smile. "Really...barely hurts at all." He hummed, not seeming to believe her. Instead of trying to convince him, a pointless task, she turned out to the city, watching the buildings and marveling at how quiet it was. New York was never totally quiet...but it was almost totally quiet at just past three in the morning.

"Do you want anything to eat? I'm sure we have some leftovers in the fridge."

"I'm fine, Mr. Stark."

It felt comfortable. Usually, she felt more nervous around Mr. Stark. More like she had to be careful about everything she said. Maybe it was because she was too tired to care much, or maybe...maybe she was getting more comfortable. He seemed to genuinely like her...seemed to think she was a good intern and that she was doing a good job, regardless of his suspicions. "You sure, kid?" He asked softly, seeming like he was asking her something else.

"I'm sure." She smiled, and he nodded, reaching out and touching her shoulder, then pausing, getting a closer look. "You're freezing, kid." He pulled himself to his feet, holding out a hand that she took, standing with a wince. "I thought you were fine."

"I'm...mostly fine." She told him, risking a cheeky smile, and he chuckled, patting her gently on the back and leading her into back into the living room. She assumed that he would shoo her off to her room. Instead, he guided her into the kitchen, pointing to the island where she climbed up onto a barstool, careful as she gripped the marble. She could crack it with her bare hands, Penny thought with an almost giddy smile. She was so tired...but also oddly awake considering the hour.

Mr. Stark moved over to the refrigerator, pulling out a gallon of milk and pouring it into a pot, then placed it onto the stove. It took a moment, but she realized, as he grabbed a bottle of chocolate syrup, that he was making hot cocoa. It should have felt strange. Weird. Like she should apologize or tell him that he didn't have to do this...that he didn't have to do anything for her. But she didn't. Because it didn't feel weird or strange. It felt...right. To be sitting there. To watch him make hot cocoa and sit in his kitchen at nearly four in the morning. Safe. Comfortable. She had to fight the urge to put her head on her arms and close her eyes. Instead, she watched the man pull out a bag of marshmallows, holding it up for inspection.

"Marshmallows. Yea or nay?"

"Yea." She answered with a smile, wiping a hand over her face to keep herself awake as he ladled some of the hot cocoa into a mug. Nex was the redi-whip, the same kind that May bought, and marshmallows to top it off. She wanted to tell him that he didn't have to do that. That he could go back to bed or whatever he had been doing. Instead, she took the cup and thanked him softly. He ladled himself a mug and stood at the counter across from her, sipping it.

"My mom always made me cocoa when I couldn't sleep." He told her in a soft confiding voice, and she smiled into her whipped cream, careful not to get in on her nose as she took a drink.

"So did my uncle." She all but whispered, wiping a hand over her face just in case. Then, without meaning to, she went on. "I miss him."

She wanted to berate herself. This was Mr. Stark. Her boss. Sure he was nice, and yeah, it had been kind of him to make her hot cocoa...but he wasn't her friend or her uncle...he was her boss. And she doubted that he cared about her personal problems or how much she missed her uncle. Besides, she didn't talk about her uncle. Ever. Not to May or Ned or MJ...she couldn't even imagine talking about him. Not yet. And the last person that she should be confiding in was Mr. Stark, who was kind to her, but not her confidant.

To her surprise, though, he pressed his lips together in a sad smile, nodding a little. "I'm sorry, kid. I miss my mom too." The words startled her, and she looked up at him, eyes wide. But he wasn't looking at her...he was staring down into his hot cocoa. She knew about his parents, of course. Car crash right before Christmas. She'd done plenty of researching her boss long before he'd ever become her boss or even a prospective one. Iron Man had always been her hero and from a young age, she'd wanted to learn everything she could about him. So she knew that his parents had died in a terrible car crash in December before she'd ever been born. But she'd never really thought about Mr. Stark and how that had affected him.

"I'm sorry." She told him softly, dropping her eyes when he lifted his. "About your mom." There was a soft intake of breath, not quite a laugh, but before she could be embarrassed, he patted her arm.

"Thanks, kiddo." There was a quick pause, and then he went on, voice still gentle. "What happened? To your uncle?"

"Um...we were at a grocery store." Without giving it too much thought, she stared at her hot cocoa and then kept talking against her better judgment. It just felt like, once she'd gotten started, she couldn't stop. "We had just had a big fight and I ran out...he followed me. I...I was so mad at him." Her voice hitched, but she refused to look up. Refused to give in to the tears that wanted to fall. "I went into this store because I figured he wouldn't yell at me there. But he followed me in and then this guy...he had a gun and he was trying to get the cashier to give him all the money and Ben...he...he tried to stop him."

She left out the part that she could have stopped it. That she could have saved him. If she hadn't frozen...if she'd just...done something. Ben would still be alive.

There were soft footsteps, and a hand landed on her shoulder, squeezing gently. "It was my fault." She whispered, brushing irritably at a tear that fell. It was nothing to cry about. It really was her fault. It was something she had to face.

"Kid…" There was something so kind in his voice, so gentle, that another tear fell and she swallowed hard. Wiped a quick hand over her eyes. But his hand didn't move, just squeezed a little. "It wasn't your fault." She snorted, knowing he was wrong. Of course, it was her fault. "Pen." The nickname surprised her a little, just enough that she glanced up. "It wasn't your fault. I'm sure your uncle wouldn't want you to think that."

"I don't know what he'd want." She whispered, voice bitter and sad and painful. He moved a little closer, sitting beside her and wrapping an arm around her shoulders. It felt like Ben, just a little. Like her uncle who loved her and who would sometimes come into her room when she was upset and hold her, his arm around her just like this. Closing her eyes, she let herself lean on him. Just a little.

"Did he love you?" The man asked, his voice a rumble in his chest against her ear. She nodded, not trusting her voice just yet. "Then he wouldn't want you to blame yourself. You're not the one that killed him, kiddo. There was nothing you could have done."

It wasn't true. There was something she could have done. But it was such a nice sounding lie that she let herself believe it, just for a little while.

After a moment, Mr. Stark patted her on the shoulder, pulling away and grabbing his cup of cocoa. There was silence then, but not bad silence. Comfortable silence. Companionable silence. And Penny felt like there was something different now...like they were closer. She wanted to fill that silence...it was her nature. She chattered. But she fought the urge. Just drank her cocoa and glanced over at Mr. Stark who was doing the same.

As soon as she drained her cup, she carried it to the sink, running water and staring to wash it out, but he stopped her. "Don't worry about washing it, Pen. I'll get it in the morning. You'd better get some sleep. May will have my head if I send you home with broken ribs and bags under your eyes." Penny yawned despite herself, ignoring his smug smile. "Tired yet?"

"Maybe a little."

"Hot cocoa is a known cure for insomnia. Go to bed, kid. Happy can take you home in the morning...maybe we can get some work done on that AI before you go."

She slipped off her stool, tucking some hair behind her ear, then paused, glancing back at the man who was placing his own cup in the sink. "Mr. Stark?" He hummed, turning around and leaning an elbow against the sink, looking totally at ease. And why shouldn't he, she wondered. It was his house. He didn't have a secret identity to worry about keeping. But at the moment, she wasn't so worried about it. Instead, she was happy. Comfortable. Glad to have the chance to be with Tony Stark in his kitchen.

"Yeah, kid?"

"Thank you." She hoped he saw how much she meant it. How much his mentorship and this job and his kindness meant to her. He smiled, the lines around his eyes deepening, his whole face going soft.

"No problem, Pen. I'll see you in the morning. If you're lucky, Thor will make waffles."

Once back in the guest room, Penny slept soundly, wrapped in blankets and curled up in the center of the bed until her phone woke her at 9 am. No more nightmares. No more anxiety. At least, not while she slept. According to her enhanced sense of smell, someone had indeed made waffles. She stretched, yawning and wondering where Mr. Stark bought his mattresses because that was the most comfortable one she'd ever slept on.

The knock on her door surprised her, and she froze, sitting up and staring at it. She was in pajamas. She couldn't greet her boss in pajamas! Well...he had seen her in pajamas that morning...the thought made her blush a little, shaking her head to clear it. "Um...just...just a second!"

"It's Pepper. I have some clothes for you."

Pepper Potts was there...Pepper Potts was outside of that bedroom door and she was in pajamas and her life was insane! "Um...yes...I...okay."

"Can I come in?"

"Oh...right...yes! Of course!" She clutched the blankets as the woman slipped into the room, looking perfectly put together considering it was a Saturday morning. "Hi...good morning, Miss Potts."

"You can just call me Pepper, honey. How are you feeling?"

"Good! I'm...I'm good. Thanks. For the clothes. And for letting me stay here." The woman nodding, placing a small mesh bag onto the chair in the corner.

"Of course. These should fit, but if you need anything else, just let me know."

"Thank you." She murmured, feeling like an idiot. Why couldn't she just talk like a normal person around Miss Potts?

"We're all having breakfast in the kitchen, so you're welcome to join us whenever you're ready."

The woman left her alone to change, and she hurried to yank her clothes on, not wanting to keep anyone waiting. In the back of her mind, as she changed into the clothes Miss Potts had brought her, she couldn't help thinking that later that day, she was going to tell Ned everything...that she would finally have someone to tell about all these crazy, awesome things that kept happening to her.

_**Thank you for reading! **_


	18. The Guy In the Chair

**_Thank you so much for everyone who has been reading and reviewing! I appreciate it so much :)_**

_The Guy In The Chair_

Penny stood outside of Ned's building, not quite wringing her hands, but twisting them, pulling at her fingers until the knuckles popped. Then picking at her cuticles, popping her finger in her mouth when one started to bleed. It was ridiculous for her to be so afraid. Ned was her best friend. They'd been best friends since 2nd grade. They told each other everything. So there was no reason for her to be worried about telling him this. He'd think it was so cool...no way he'd try to talk her out of it and he'd help cover for her with May...it would be fine. He wouldn't be upset with her for lying. He'd be excited!

She started to push the buzzer by the front door of his building but froze with her finger partway to the button. She'd told him she was coming over, and could probably just text him...but she didn't want to do that either. She wasn't brave enough. Had no idea how she was going to step into his room and sit on his bed, him in his desk chair next to his Captain America poster, and tell him everything. She wanted to. Really, she did. She wanted to tell him and have it over with and he'd support her and help her and she'd finally have someone to talk to.

But she couldn't do it.

Couldn't force herself to touch the buzzer or text Ned and tell him she was there...she felt paralyzed, out on the street. Thankfully it was New York, so no one paid any attention to her pacing and staring up at the building, just walking around her and averting their eyes. She sighed, watching a lady with a poodle walk around her, then stepped into the alley a little, leaning against the brick wall and dropping her head against it with a huff, wincing at the rough texture against her hair.

She didn't know how to do this.

Then it hit her.

Ducking further into the alley, she slipped behind a dumpster and pulled her suit out of her backpack. Glancing around once more, she pulled it on, then yanked her mask over her head, grinning when Karen greeted her in her kind, quiet way.

"Hello, Penny." The screen at the corner of her vision showed the words as Karen spoke them.

"Hey, Karen." She signed instead of speaking. Although she preferred to just speak, she had to be careful in public. Plus it was really cool that Mr. Stark had designed an AI that could understand sign language.

"Your heart rate indicates that you are in distress." She placed her hands against the bricks, looking around to double-check that no one else could see her, then began to climb, speaking out loud now. They'd installed Morse Code too so that when she was swinging or climbing, she could tap out messages to the AI, but she was a little rusty on Morse Code so she stuck to just speaking softly under her breath.

"Just nervous. I'm going to tell Ned who I am."

"I am sure that Ned will be supportive," Karen told her, voice kind, and Penny smiled hauling herself to the top floor where she knew she would find his bedroom window.

"I'm still nervous." She admitted, hesitating as she climbed. "I...I haven't told anyone before. I mean, I haven't told anyone who I really am."

"Is Ned a trustworthy person?"

"Yeah." She told the AI, nodding a little and climbing again, this time more slowly.

"Then I believe it is a good idea to tell him who you are."

Well, she'd just gotten advice from an AI designed specifically for her by Tony Stark, so she couldn't exactly argue.

When she reached Ned's bedroom window, she glanced in, staying out of sight. He was sitting at his desk, playing a game on the computer, his phone at his side where he was waiting for her to text. She could see his Captain America poster and the figurines and the LEGO X-wing they'd started a little while ago but hadn't had time to finish thanks to her internship. On his dresser, there was a framed photo of them that he'd placed in a macaroni frame she made for him at camp one year when they were seven. And she knew all of a sudden that she was doing the right thing.

She took a deep breath, then smiled, fingers trembling as she tapped on his window, laughing when he spun around in his desk chair, eyes wide. When he caught sight of her, he shot to his feet, mouth open, and she waggled her fingers in a wave. Slowly, he lifted his own hand, waggling his own fingers, his mouth opening and closing, no sound coming out. She grinning underneath her mask, gesturing for him to come closer with a bent finger, and as if in a trance, he wandered over to the window, tripping over a pile of laundry, then kicking it under his bed, face hot.

Reaching out, he undid the latch on his window, then lifted it, jumping back when she crawled in. She scampered in, flipping as she jumped off the wall and landed in a crouch in the middle of his room, ready to admit that she was showing off just a little. He just stared at her for a moment, then began to stammer. "You...you're...you're her. You're the Spider-Girl! From...from Youtube!" She nodded. "Oh...you're deaf! But how...how can you...are you…"

Penny took a deep breath, straightening as she faced him. She held a hand up, stopping his tirade, then, taking one more deep breath, she reached up and pulled her mask off.

The noise he made could only be described as a squeal.

"Shhh!" She put both hands up, trying to get him to dial it back. "Ned…"

"Penny!"

"Yeah…"

"You're...Penny, you're…"

"I'm Spidergirl."

"You're Spidergirl!" He repeated with a squeak. "From Youtube."

"Yeah, from Youtube." She agreed, laughing. Not exactly how she wanted to be known, but she'd take it for the moment.

"How? When? Where?"

"Where?" She repeated, still laughing. By now, he was smiling too, that same slack-jawed look on his face. But he was smiling. He wasn't angry. He didn't hate her. He was excited. Because he was her best friend.

"Sit down. I'll tell you everything."

Penny started with the field trip. With that day as Oscorp. Then she told him about her first attempts. About trying to save people and not always succeeding. About the ones she helped. About the lost cats and the lost tourists and the grand theft bicycles. And then she told him about Mr. Stark and the internship. About helping him design her own suit without him knowing. Ned interrupted with the occasional 'holy shit' or 'no way,' hands flapping, jaw dropping, head shaking, but otherwise, he let her tell the story.

When she was done, he dropped back on his bed, head landing on his pillows, and she giggled, dropping down beside him. He stared at the ceiling with a goofy smile and she couldn't help laughing, resting her head on his shoulder and feeling giddy relief. "I can't believe you kept this a secret!"

It was said more in wonder than any kind of anger, and she shrugged. "It was just so weird at first. Then with Ben…" She'd barely said anything about that...hadn't wanted to get into it, but his hand slipped into hers, squeezing. "I didn't know how to tell you."

For a while, they sat together in silence, shoulders touching, her hand in his, and she had a crazy notion to kiss his cheek. Not romantically...just to thank him. To show him how much she loved her best friend. Still, it wasn't something she'd ever done before. She wasn't so casually affectionate...it didn't come easily to her like it did some other girls. So she just squeezed his hand and rested her head on his shoulder for a second, enjoying the moment.

After a little while, she sat up, grinning down at him and crossing her arms. "So...I didn't just tell you because it was cool." She began, holding out a hand to him to pull him upright.

"Yeah?" He asked, leaning in.

"Do you remember Kim Possible?" She asked quietly, stumbling a little over the words, still smiling at his eager enthusiasm. That question seemed to stop him short, though, and he blinked at her, tilting his head like a puppy.

"Uh...yeah?"

"And do you remember Wade? How he was…"

"Oh my god, you want me to be your guy in the chair!?" He squealed, practically jumping up and down on the bed, and she grinned.

"Yeah."

"We...we could have...computer monitors! And...and screens full of information from your suit and I could talk to you while you're stopping bad guys...and maybe I can talk to Mr. Stark…"

"No!" She interrupted, shaking her head wildly. "No, you cannot tell Mr. Stark who I am. Or...or anyone! You have to keep this a secret."

"I've got to be honest with you." He told her softly, putting his hands on her shoulders. "I don't know if I can do that. This is the greatest thing that has ever happened to me." Penny rolled her eyes, pushing him off.

"I think you can do it," She snorted, moving over to his closet, still in her suit, and began to strip it off. He went red-faced, covering his face with his hands. "I have clothes on underneath, geez." She told him, laughing. "Come look." She invited, pointing to his computer, and he dropped into his chair, her peeking over his shoulder as he plugged it in, and the two spent the next two hours keeping an ear out for his mom and looking through line after line of code that they fully intended to play with.

Thankfully, she'd already made sure that Mr. Stark wouldn't find out.

She took it for a test run once they were done playing, swinging toward the college campus so that people would see her there. It had taken them the better part of the afternoon but they'd been able to sync up her cameras and display with his computer, and so after accessing a triple password-protected program, he could see what she was seeing.

"This is so cool!" He cried, his voice in her mask, text on the screen. "Can I talk to your AI?"

"Hello, Ned. My name is Karen. It's nice to meet you. Penny's told me a lot about you." Her AI greeted, and Ned squeaked.

"Your AI knows who I am!?"

"Of course!" Penny told him with a laugh, shooting a web and flinging herself between two buildings, flipping in the air and grinning when the adrenaline kicked in, her whole body filled with delight. She loved flying.

She loved falling.

Ned continued to chat with Karen in her ear, both of them ignoring her for the moment, so Penny focused on the ground below her. The flying and the falling. The people walking back and forth, some of them glancing up at her, a few of them pointing their cellphones her way. She might or might not have been checking the tag #spidergirl on Instagram to see what people were saying about her. Almost everyone seemed to like her...although there was the occasional mention of her being a 'vigilante' or a 'menace.'

Jerks.

Penny paused midswing, hanging in the air for a moment as she heard the screams. "Karen?" She asked, interrupting Ned in the middle of one of his questions. "Sorry, Ned. Karen, scan the surrounding area."

"Are you about to stop a crime?" Ned cried. She started to answer when Karen zoomed in on an alley about a mile away, showing what looked to be a mugging.

"Why are you mugging someone in the middle of the day?" Penny grumbled, but she couldn't help her excitement as she made her way over, following the path lit up in her mask. It didn't take her long to hear the screams, louder than before. Landing on a rooftop, she took off, sprinting and hopping from building to building.

"Are you about to stop a crime?" Ned asked again, his voice an octave higher.

"Yes, Ned. Shush." She hissed, crouching on the rooftop and staring down into the alley. It wasn't a mugging...at least, not the normal kind. Karen pulled up information on the three men surrounding the one they had backed up against the wall. All had previous arrests...all drug or gang-related charges. "Karen, remind me to do some more research on the gangs in New York...are all gangs mixed up with drugs? I don't know anything about crime...remind me to read about crime too." She muttered, inching closer.

"Penny, I suggest proceeding with caution. All three are armed." She highlighted the guns tucked into the hips of their jeans. Each of them was carrying a weapon as well...one with a pipe, two with crowbars. So she was probably about to get more bruises.

Great.

Aiming carefully, Penny selected a web and shot it, aiming at the closest one, the web attaching to his back. Pulling hard, she yanked him upwards, jumping as she did so, then shot another web to attach him to the wall. "There. One down." She muttered, crouching and turning to the others. She wanted to tell the fourth guy, the one they had backed up against the wall, to run, but she wasn't supposed to be able to talk.

The one with the pipe sighed, turning and glaring at her. "Beat it, Spider freak." He snapped, dropping the pipe and pulling out the gun. With her enhanced sight, she was able to watch the whole movement, from the time the pipe hit the ground to the smooth movement of his hand pulling out the gun, and then as the bullet left the gun.

"Penny!" Ned screamed in her ear, and she told herself she needed to adjust the volume as she leaped into the air, backflipping and shooting a web at his gun, then yanking it back as she landed on her toes. "Oh my god, he almost shot you! Penny, he almost…"

"I know, Ned." She muttered, listening to the gun clatter onto the floor behind her and keeping an eye on the other guy, trusting Karen to let her know when he pulled out his own gun, which he did less than a second later. Doing her best to tune Ned out, she disarmed him too, ducking out of the way when the first guy came at her with his pipe and disarming the other guy just in time to get beamed in the shoulder with a crowbar. Hissing under her breath, she caught it the next time, wincing when the pipe slammed into her still sore ribs.

"Penny, it appears as if you have sustained another broken rib."

"Thanks, Karen," Penny grunted, shooting a web at the pipe guy, then punching crowbar guy in the face hard enough to knock him down.

"Oh god, oh my god Penny...are you okay! The suit says he broke one of your ribs and you already had broken ribs are you okay? What am I talking about? Of course, you're not okay! You were already hurt and now you're even more hurt and…" The constant stream of worry from her friend faded into the background her senses tingled, and she whirled around just in time to see something fly past her, striking a fourth guy holding a gun in her face, then fly back to adhere to the arm of someone familiar.

Penny froze, feet seemingly glued to the ground. And if she thought about it, she guessed it made sense, because they were superheroes and these gangs were getting worse and worse and the drugs were getting more and more common and more people were getting hurt, but it still made her brain malfunction.

"Oh my god ...oh my god it's Captain America. Oh my god…." Swallowing hard, she stayed absolutely still as Ned hyperventilated in her ear. In the mouth of the alley, Steve Rogers and Clint Barton stood, dressed in street clothes minus the shield and the quiver slung over Clint's shoulder.

Steve...or...Mr. Rogers, was the first one to speak, stepping forward with a warm smile and a hand held out to shake. "Hi. Tony told us about you...you must be Spidergirl. I'm Steve."

**Thank you for reading!**


	19. Hawkeye and Captain America

**_Thank you so much to everyone who has been reading and reviewing! I hope you like the new chapter._**

_Hawkeye and Captain America_

Penny made a choking noise, then managed to tap 'shut up' in morse code to Ned against her leg. Thankfully, Karen caught on and translated it, sending the message to Ned. Abruptly, his shocked stammering cut off, and she was left with the sound of her own heart pounding and the heavy silence between herself and the other superheroes. Steve Rogers' hand was still held out, his smile not faltering, but the silence only seemed to be getting heavier. Lifting her hand that felt as heavy as lead...well...lead before she got her powers and it was still heavy, she forced herself forward, almost stumbling as her hand clasped his, and he continued with the handshake. "Nice to meet you." Mr. Rogers said with a smile, and she felt her stomach clench.

Words were right on the top of her tongue. She was about to stutter out an answer when she realized who she was. Who she was pretending to be. Spidergirl. Spidergirl who was supposed to be deaf. Biting down on her lip and literally forcing the sound back, she swallowed and tried to think of how to answer, cursing herself for not thinking this through. At least she'd been studying, though, she consoled herself as she tried to plan her next words.

Pulling her hand away and, feeling pretty sure that she was definitely going to hell, she made the sign for 'deaf' and Mr. Rogers nodded again, eyes going wide.

"Right! Um…" He stammered a little, glancing over at Clint who stepped forward.

"Hi. I'm Clint. Nice to meet you." He signed. Thankfully his hands moved slowly enough that she was able to follow, and as soon as he was finished, he held out a hand that she shook.

"Nice to meet you too." She responded, praying that she was getting everything right. She was 95% confident in her sign language abilities with people like Mr. Stark who wasn't fluent, and with her neighbor who was very forgiving when she messed up, but Hawkeye wore hearing aids and spoke fluently...so if anyone was going to catch her out, it was him. And how the hell would she explain that?

"This is Steve. Captain America." Clint signed with a flourish, and she snorted. As if anyone didn't know that. Penny nodded, waving at Steve who returned her wave with a sheepish smile. When Clint spoke next, he signed and spoke aloud at the same time, apparently wanted to keep Steve in the loop. "He doesn't know sign language, despite the fact that we've known each other for years."

"Um...sorry." Steve signed hesitantly. She had to smile under her mask, waving off his apology and signing 'ok.' She had never imagined that Steve Rogers could look sheepish. But here he was, hands dropping awkwardly to his sides, eyes darting between her and Clint as if waiting for something to be translated.

Swallowing hard, she decided to just ask what she'd been wondering. "I've never seen you out here." She told Clint. "I didn't know you patrolled this close to Queens." It wasn't unheard of for the Avengers to be seen on the streets of New York. They were superheroes, so they mostly stuck to the big stuff, but sometimes they would intervene in the smaller stuff if they happened to be in the area. She'd never seen them this close to her home, although she was a bit closer to Manhattan than she usually went. Ned had wanted her to go further than usual to see if his connection would hold up, and she was sure he was currently in front of two computer monitors, totally freaking out at the sight of Steve Rogers and Clint Barton. She had hooked up the camera so that he could see what she did, and he could communicate with her AI. All of that, however, was no help now that she was facing the two superheroes.

Clint chuckled. "Don't worry, kiddo." He spoke and signed at the same time. "We're not going to take over your territory." Steve smiled a little at that too, eyes darting between Clint and her. "But we've been hearing about weapons that use alien technology, and we got a lead that a couple of local gangs were trying to buy alien weapons. Have you run into anything like that?"

Penny shook her head, honestly surprised. Pausing for a moment, she tried to think about how to sign what she wanted to say. It took a moment to translate in her own mind, and it wasn't like she had grown up using words like 'alien weapons' with the people she'd spoken sign language with. As quickly as she could, she got her thoughts together, then began to sign. "No...I haven't run into any alien weapons. Just lots of crowbars." Clint chuckled while Steve watched her with friendly curiosity. "But I'll keep an eye out." She hesitated. "I've seen a lot of drug deals lately. This is probably my fifth this week." He nodded slowly, then translated for Steve who seemed thoughtful.

"We'll keep an eye out too. Maybe try to do more patrolling of our own. But we'll stay clear of Queens. Wouldn't want to infringe on your territory." She snorted, letting herself laugh quietly and hoping that wouldn't ring any alarm bells with them.

"Come to Queens any time." She invited. Steve nodded when Clint translated, both of them smiling. Both of them kind. Honestly, though, she hoped they didn't. Not because she couldn't use the help. Because she could. There was enough crime to go around. But because she had no idea how to communicate with them. Because she was terrified that they would somehow figure out who she was and all this...her new life, her new purpose...it would all be over.

"Why don't you stop by the tower sometime?" Steve asked while Clint translated his offer, jolting her out of her thoughts. "You can have dinner…"

"And I can be your personal translator." Clint finished, his expression wry, making her laugh again.

"I...uh...I wouldn't want to impose on you…" She tried to wave them off.

"It's not an imposition," Clint assured her, signing and speaking for Steve's benefit...and hers. It's was hard to catch his words sometimes if he didn't speak out loud which was something she'd need to work on. She made a mental note to watch more sign language YouTube videos. "We'd be happy to have you. It's not fair that Tony's the only one that gets to talk to the new girl."

Penny hesitated, then shrugged a little. "Okay...um...I'll try to come by sometime." She promised. "If you're sure no one would mind." It was a lie. She couldn't go to the tower, not as Spidergirl. She would have to take off her mask. They would find out who she was. She could never let that happen. At least, not until she was eighteen...when they couldn't say she was too young for this. When May couldn't forbid it. When Mr. Stark couldn't forbid it...although the thought of being at odds with Mr. Stark was actually terrifying.

"No one would mind. Everyone would be happy to have you. They all want to meet the girl that impressed Tony Stark."

Penny was extra glad for the mask then because she could feel herself blush all the way to the roots of her hair. In her ear, she heard the squeak that Ned apparently couldn't suppress. Floundering a little, she settled for signing a quick, embarrassed 'thank you' and he laughed.

They were nice. They were being kind to her. Inclusive. They wanted her to come to the tower (despite the fact that she'd been plenty of times…but not really, she had to remind herself) and they wanted to meet her and they never could...because then they would know what she really was. A liar. A fraud. A child. Not worthy.

The girl who'd let her uncle die. The thought made her stomach clench and her eyes hot. She couldn't bear ever letting anyone else know that...not ever. Maybe not even when she was eighteen.

"What do you say? You wanna stop by?" Clint asked, his face almost hopeful.

She swallowed, smiling despite the mask. "Sorry...I can't tonight. Maybe another time?" He was nodding even before she dropped her hands as if he understood. But there was disappointment in his eyes. Like he really was sad to hear it.

"You got it, Spidergirl." His sign for her was literal, spider, then girl. She loved it. "Come by anytime. We'll keep a window unlocked"

"It was nice to meet you." Steve signed, movements even more clumsy than Mr. Stark's first attempt.

"You too." She signed, finding his effort endearing. She waved then, shooting a web at the roof and launching herself out of the conversation. Landing on her toes, she took off, shooing another web and leaping off of it, swinging...flying. Falling. It wasn't until she was a few blocks away that Ned regained his ability to speak.

"Oh my god oh my god oh my god!"

"I got it, Ned." Penny laughed weakly, making her way back to his house. She knew that she should be just as excited as he was. She'd just had a conversation with Hawkeye and Captain America! By all accounts, her life was amazing! Tony Stark was her mentor. And her boss. She had an internship with Stark Industries and was pretty much guaranteed a job there once she graduated. It was everything she'd ever wanted.

So why did she feel so sad?

Giving up on patrolling for the evening, she had headed back to his apartment as if on instinct, assuring him that she was fine and listening to his excited chatter as if from a distance as she swung through the city. She was sore, of course, but she was almost always sore these days and barely noticed it.

"Do you always get to talk to the Avengers!?" Ned asked in her ears as she approached his building. She realized then that he'd been talking to her the whole time, maybe asking questions. She'd heard him...but she hadn't been paying attention. Glancing down at the corner of the screen, she saw several lines of text in her mask, showing her the one-sided conversation he'd been having. Climbing up to his window, she slipped into his room, yanking her mask off only when she'd closed the curtains. Ned was sitting at his computer, but he jumped to his feet as soon as she came inside. "Pen?" He asked, eyes narrowing as he watched her drop onto his bed, falling backwards and letting her head hit the pillow. She felt tired. Heavy. Sad. But his room as familiar as her own. As comfortable as her own.

"They're gonna hate me." She confided, staring at his ceiling. He sat down beside her then, his movements more hesitant. For a moment, he just stared down at her, seeming confused.

"Why would they hate you?" She could hear in his voice how crazy he thought the idea that anyone could hate her was, and she loved him all the more for it. He was the best friend she could have asked for.

"Because I'm a liar," Penny whispered. "I lied about who I was. I lied about being deaf. I lied..."

"You had to lie about those things!" Ned cried, waving a hand and dropping onto the pillow beside her. "You had to." He told her again, lowering his voice, eyes darting to his door despite the fact that his parents weren't home.

"Mr. Stark would have made me stop." She whispered, turning to look at her friend. "No way he would have let me be Spidergirl. He'd just see me as a little kid. And with the internship...he would have known who I was. I...I had to lie." Ned just nodded, their faces only a few inches away as they laid on his bed, shoulders touching.

"Did they hurt you?" He asked after a moment, voice soft. He knew the answer, but she wanted to reassure him anyway.

"I'm fine." Closing her eyes, she shifted a little to lean her head against his shoulder. His cheek pressed to the top of her head, and she took a deep breath, relaxing at his side.

"You get hurt sometimes." He said as if it hadn't occurred to him. As if he'd never considered the fact that she got hurt protecting people. That being a superhero was dangerous. She hated shattering that illusion for him. Sometimes she wished she could still believe that saving people was like it was in the comic books. That she didn't come home every night with cuts and fractured bones and bruises.

"Yeah."

"Have you ever gotten hurt bad?" Ned's voice was small and sad and she didn't want to tell him the truth. But she didn't want to lie to her friend.

She hesitated, then nodded against his shoulder, thinking about the broken ribs and the cuts and bruises and the near misses. "Yeah." He reached down, grabbing her hand and squeezing. "Not that bad." She backtracked, knowing that it all could have been so much worse. That it still could be.

There was silence between them for a moment. A familiar, comfortable silence that she was so happy to have. She loved her friend. She'd missed him. He'd been her best friend since they were kids, and it had been awful hiding this from him, almost as awful as it was hiding it from May. But telling May wasn't an option. Couldn't be. Not so soon after Ben.

"Will you come here? Or call me? If...I mean, if you get hurt." Ned asked then, voice soft and sad but also more serious than she'd ever heard him.

Feeling something heavy lift off her shoulders, she nodded. "Yeah." She whispered.

"Promise?"

"I promise."

_**Thank you so much for reading! **_


	20. Thor's Interlude

_Thor's Interlude_

Thor had been back on Midgard for almost a year now. He and Bruce had rejoined the Avengers on their planet, and he had to admit, it was good timing. There were rumors of a man named Ross bringing charges against them...trying to contain them. And he knew that the politics on this world were different than his own, but he still worried that these troubles would tear his friends apart. So he was glad that he and Bruce had managed to find their way back to Midgard when they had. Besides, he'd missed his friends. And, surprisingly, he'd missed Midgard as well. Bruce was happy to be back...happy to be in control of his transformation into the Hulk, and Valkyrie had things handled on the planet they'd found for his people. She was a better ruler than he had ever been. He'd even thought about setting her up with Jane Foster if she ever visited Midgard herself.

Their break-up really had been mutual. He hadn't exactly been her type, come to find out.

There were a few changes in the team. Tensions that hadn't existed before were simmering just under the surface, especially with the trouble with Roos that might or might not come to pass. When he had first arrived, he'd worried that Tony and Steve might come to blows over it. They weren't like his people. They didn't believe in an honorable fight to settle a dispute...when these people fought, he worried that they would break up their team for good.

But with his and Bruce's reappearance, along with stories of Asgard and his brother (who he'd left with Valkyrie to deal with for a while), things seemed to be alright. Almost back to normal. And then, only a few months ago, something had changed.

Well, two things had changed. Two new people that he'd never had actual conversations with who were, nevertheless, changing things for the Avengers.

Penny Parker and Spidergirl.

He'd been in the same room as Penny Parker maybe twice and had seen her from afar several times in the tower. The first time he'd seen her, she had walked into their meeting, looking frightened and out of place, eyes darting around the room until she had spilled hot coffee on herself. Beside him, Bruce had been concerned, about to stand up, but Tony had been the one to lead her into the other room, seeming to calm her. When he had come out, the girl had been in his shadow, looking small and frightened, but not quite as frightened as before. Maybe a little awestruck.

Then she'd been gone.

When Thor had asked Tony who she was, the man had told him that she was one of his interns, and had then gone on to explain that interns were high school students that were learning about his company.

"I didn't know you had high school interns." Bruce had put in from his side, and Tony, eyes still lingering on the door, a troubled expression on his face, had seemed to shake himself out of his thoughts.

"Pepper came up with the idea. They're pretty smart kids. Penny is the youngest...she's fourteen."

"Is she alright?" Thor had asked then, unable to miss how worried he looked. He hadn't thought that the girl had been badly injured, but he knew very little about Midgardian children. She had looked fine though...not anything for Tony to worry about.

"She's...yeah. She's fine." Tony had murmured, smiling tightly, and then they'd begun the meeting, and Thor had pushed the young girl to the back of his mind to dwell on later.

Since that first time, he'd learned that Penny had become Tony's personal intern. "What does that mean? Personal intern?" Thor had asked one day in the kitchen, pulling a piece of biscotti out of a box and trying not to get crumbs everywhere.

"What?" Tony had looked up from his coffee that Saturday morning, rubbing a hand over his eyes and looking...troubled.

"Penny Parker. She is your personal intern now?"

"Yeah. Um...it just means she works in the lab with me instead of with the other interns."

"She must be very intelligent to have impressed you at such a young age." The man had blinked...and then he'd nodded.

"Yeah. She's something else."

The car crash had come not too long after, which Thor had only heard about from Bruce. And then the day she'd collapsed in his lab. That was when Thor had learned what worried Tony so much about his favorite intern. Bruises. Injuries to her ribs. Cuts, scrapes, and low blood sugar. The girl was apparently injured nearly every time she came to the tower. And he thought that Tony might have his suspicions...she had been quiet and withdrawn when she'd joined them for dinner the night that she had apparently collapsed in Tony's lab, answering questions when she was asked, always quiet. Always hesitant.

Thor had caught his teammates' worried questions and the way that Tony had deflected them, not seeming to want to discuss the girl. And so he'd caught up with his friend later that night, hoping to talk to him one on one. "Will your intern be alright?" He had asked, and Tony had stared down at the dishes in his sink. Stepping forward, Thor had begun to help him clean them, something that would have been ridiculous to him only a few years ago. But at the time, he had thought nothing of helping his friend clean up after their dinner, something they all took turns doing.

"Yeah. She just needs some rest."

"You're worried about her...about the bruises. Her injuries." Tony had scrubbed at a particularly stubborn bit of food on one of the plates, lips pressed together. "Is...do you think someone in her family…" He had started, but Tony had shaken his head.

"I don't know."

"But you have your suspicions." Tony hadn't answered, and something in his face had made Thor hesitate.

"I'm glad she's alright." He'd said instead of asking any more questions, taking the plate out of Tony's hand and cleaning it. It was a sensitive subject, he'd realized, and had let it go. Still, he'd kept an eye out for the girl around the tower, sometimes catching sight of her in Tony's lab or leaving the tower with his bodyguard. He also didn't miss the fact that Penny was the only one of his interns that got a ride with Happy.

And then there was Spidergirl.

A few weeks ago, Steve and Clint had come back to the Tower, throwing themselves on the sofa, and Clint had grinned. "Guess who we finally met?"

"Who?" Thor had wondered while Bruce had put his tablet down, and Tony had peeked over his glasses.

"Spidergirl."

Tony had lifted his eyebrows, seeming surprised but not upset. "Yeah? How's the kid doing?"

"Seems okay. Said that there was an increase in gang activity, but didn't know anything about the alien weapons. Also, Steve sucks at sign language." The man had flushed a little, dropping his eyes. "How did you talk to her, Tony?"

Tony had grinned, pulling his glasses off and moving his hands as he spoke. "I've been studying."

"Oh, you'll learn for her but not for me!"

Then there had been laughter and joking and everything had seemed okay between his friends, and Thor had thought, not for the first time, that Spidergirl was good for Tony...that Penny was good for him too. That these two women might help somehow...might bring them all together. He wasn't sure exactly what made him think it...it was just a feeling.

So, a couple of weeks after the girl had stayed the night at the tower, leaving early with Tony's grumpy bodyguard, Thor was on his way out of the building, hurrying down through the lobby. He was almost never bothered by anyone at Stark Industries, and he was late for a late lunch with Jane who was in town. She'd asked him to meet her at a coffee shop so they could catch up, and he had plans to tell her all about a friend of his. He was almost to the door when he heard the raised voices in the hallway. It was almost silent, otherwise, the lobby deserted at this time of day, and he turned toward the sound. He didn't often involve himself in human disputes that didn't involve the Avengers, but he thought that one of the voices was familiar.

"You fucking cheated!"

"I didn't cheat!" The first voice wasn't familiar to him. The second was. Furrowing his brow, Thor headed toward the hallway where the voices were coming from, moving more quickly.

"So what? You're sucking his dick?"

"What the hell is your problem!" Penny Parker hissed, abruptly lowering her voice and sounding horrified. "You want to know how I got this internship? My work was better than yours! And if you spent half the time actually working instead of…"

"Shut the fuck up!"

Thor rounded the corner just in time to see the unfamiliar young man slam the girl slam into the wall, head bouncing against the surface hard enough that a framed painting crashed to the ground a few feet away. And that is when Thor decided to intervene.

**Thank you so much for reading!**


	21. Self-Defense

_**Thank you so much to everyone who has been reading and reviewing! I hope you enjoy the new chapter! **_

Self-Defense

It had been a couple of weeks since the Incident (what Penny was calling that time she collapsed in Mr. Stark's lab and then slept over) and thankfully, Mr. Stark hadn't mentioned anything about it since, only asking if she was feeling better the next time she came to the lab for her internship. She'd said yes and that had been that. Happy had picked her up every Friday for her internship and they'd stopped for food on the way, usually sandwiches. Penny wasn't sure if it was just her, or if he was thawing just a little. He didn't exactly smile at her…nothing so drastic. But he'd stopped glaring out the window when he was driving her.

He hadn't asked about her bruises...hadn't asked if she was okay. But she could feel his eyes on her. Just like she could feel Natasha's and Mr. Stark's eyes following her whenever they were nearby. They watched her stand and sit, watched her move, eyes darting to her arms when her sleeves slid up. Thankfully, though, it was nearly December, so she was able to wear her thick coats and sweatshirts and scarves, hiding as much of her skin as possible. May, too seemed to be keeping a closer eye on her ever since she'd stayed the night at the tower, asking her fairly often if she was feeling okay, or if she needed to talk to her about anything. They spent evenings after Penny came back from 'decathlon practice' (patrolling) and 'study group now with Ned' (also patrolling) together, ordering take out and sharing about their days.

Penny didn't mind. Actually, she liked it. She loved spending time with her aunt, especially now that it was just the two of them. Penny hated lying to her aunt...had always hated it. She had never had secrets from May and Ben before the spider bite, and now it felt like that's all she did. So she did her best to spend more time with May, bringing home takeout and baking cookies together (with Penny taking the lead...May burned everything she touched.)

All in all, Penny felt like things were getting better. She was getting the hang of this superhero stuff, coming home with fewer injuries every night, and her time in the lab with Mr. Stark was great. Honestly, it was her favorite part of the week. They were making headway on her AI project, and he'd begun discussing possible uses, including a phone targeted toward hard of hearing and deaf people. It made her feel just a little better about the whole 'pretending to be deaf' thing.

Of course, things couldn't stay perfect for long.

The comments from Raj started two weeks after she'd stayed overnight at the tower. Well, they probably started sooner, but she didn't hear them until then. Happy dropped her off, as usual, her with a paper sack with a sandwich and a bag of chips inside, when she ran into him. Or rather, when she heard him. "And you know he doesn't keep her around because she's the smartest." Raj was saying, something suggestive and nasty in his voice, and she felt herself flinching at his tone. Penny hesitated, then turned the corner, faltering when she saw him by the elevators, talking to Milo and Lori, who she hadn't seen in weeks. Milo looked somewhat guilty, but Lori pressed her lips together in disgust, shaking her head.

"She's fourteen, Raj." The girl snapped.

"Never too young to start sleeping your way to the top."

"You're disgusting," Lori muttered, then turned, freezing when she saw Penny standing in the hallway. The girl, who Penny hadn't spoken to all that often, immediately left the boys by the elevator and approached her. "Don't listen to that asshole, Penny." She said loudly enough that Raj had to have heard.

She just shook her head, feeling her stomach turn. "I didn't...I'm not…" She tried to explain, unable to stomach the idea that people could really think that about her.

"I know that. Everyone does." Lori hurried to assure her. "He's just jealous because he barely even got into this program. He'll probably get kicked out if he doesn't watch himself." The girl glared back at Raj, lip curled in disgust.

"Look, you stupid…" Raj started, taking a step toward them...and then, as if out of nowhere, Natasha materialized, striding toward them dressed in what looked like workout clothes.

"Everything alright?" The woman asked, putting herself between Raj and the girls, and he backed down immediately, jaw tightening as he assured the Black Widow that everything was fine, something that Penny seconded. Natasha gave her a long, skeptical look, before finally jerking her head toward the elevator. "You should probably get to the intern floor." She informed the two, reaching out and putting a hand on Penny's arm. Sending Penny one last nasty look, Raj rolled his eyes and did as the woman instructed. Lori trailed behind, her gaze apologetic.

"It's fine." Penny started, hoping to cut the questions off before Natasha asked them. "He's always like that." Natasha didn't argue. Didn't ask anything else. Just nodded, her face unreadable.

"Just tell Friday to get me if you ever need help." And that had been that.

Later, when she was leaving the lab after a few hours with Mr. Stark, she ran into Jasika on the ground floor on her way to meet Happy. The older girl grinned, holding out her arms, and Penny was a little surprised. She had considered Jasika an...aqua tierce? Coworker? Still, the girl hurried forward to meet her. "Penny! It's been a while!" She cried as Penny stepped into her arms, hugging her back, feeling a little self-conscious.

"Hi." She greeted, laughing a little when Jasika squeezed her.

"Lori told me what happened with Raj." The older girl told her grimly, not wasting any time getting to the point.

"Oh…" Penny stared, about to assure her that he was lying, but Jasika barely paused.

"We all know he's an idiot, even Milo. No one believes him, and if Mr. Stark hears what he's saying, he'll probably kick him out of the program." The thought of Mr. Stark hearing another intern suggest that she was 'sleeping her way to the top' made her sick to her stomach, and Jasika squeezed her arm.

A throat clearing on the other end of the room caught both of them by surprise, and they turned to find Happy standing in the lobby, obviously waiting for her. She shot Jasika a quick, apologetic smile, promising they could talk later.

From then on, Penny did her best to avoid Raj. It felt stupid, but whenever she saw him in the tower, she would wait just around the corner for him to get on the elevator, or even take the stairs for a few floors. If Mr. Stark or Happy or even Natasha noticed, they didn't say anything about it. And she knew that Mr. Stark checked on the other interns every few weeks, leaving her alone in his lab to give them feedback on their work or issue new challenges. Meanwhile, Penny worked tirelessly on coding her own AI, using everything she learned to hack into Karen and modify the code. And everything was okay...until midway through December.

Raj was waiting for her by the elevator, back against the wall, arms crossed, and Penny hesitated, then decided that she was sick of avoiding him. He couldn't hurt her, after all. "Yeah?" She asked, heading for the elevator.

"You headed to Mr. Stark's lab?" He asked, voice snide.

"Well, since that's where my internship is, yeah." She told him, rolling her eyes.

"What do you and him do up there?"

"Design shit." Penny snapped, shooting him a glare. He snorted.

"Yeah, right. Everyone knows what you're really doing up there." And then he was storming off...and she was following.

"Hey!" She cried as he turned down a hallway that she knew led to the stairs. "What the fuck is your problem?" Penny demanded, the two of them facing off.

"My problem?" He snapped, whirling around, and it occurred to her that her back was to the wall...that he was getting too close, and she had to fight the urge to shove him away. "You don't deserve this internship!" He told her, enunciating every word like she was a child.

"I earned this internship!"

"You fucking cheated!" He all but screamed, and she hoped that no one was around, especially not Natasha. This was something she wanted to sort out on her own.

"I didn't cheat!" Because she hadn't! Everything she'd used, everything on her application and everything in the lab had all been her. She hadn't stolen anything. Hadn't copied anyone else!

Raj snorted, sounding incredulous. "So what?" He asked with a cruel laugh. "You're sucking his dick?"

That made her flinch, horror and nausea mixing in her stomach, and she prayed that no one else had heard him say those words as her cheeks flushed. "What the hell is your problem!" She hissed, desperate to make sure no one accidentally overheard this humiliating conversation. "You want to know how I got this internship? My work was better than yours!" His own cheeks started to flush, eyes flashing, but she kept going. Because how dare he suggest something like that? "And if you spent half the time actually working instead of…"

"Shut the fuck up!" He snapped, reaching out and grabbing her shoulders, getting up in her face and slamming her against the wall so hard her head bounced.

She could have stopped him. It was like he was moving in slow motion, and she could have broken his wrists before he managed to push her. Could have brought a foot up and crushed his groin, or slammed her own face forward and probably killed him. But she didn't...but she did bring her fist up. Moving on instinct, she curled her fingers, nails biting into her palm as she brought her elbow back, only pulling back at the very last second as it made contact with Raj's nose, remembering who exactly she was. She could have killed him...but Spidergirl didn't kill people.

She couldn't let him know who she was, or what she was capable of, but she didn't have to be Spidergirl to defend herself against an asshole at work. He'd put his hands on her first, and her uncle had long ago taught her to throw a punch.

It seemed impossible that his white shirt could be covered in so much blood so quickly, but almost as soon as her fist made contact, the blood spurted from his nose, gushing onto his shirt and the floor, and he stared at her for a second, hand covering his nose, eyes wide, before they narrowed again and he took a threatening step forward, once more putting himself in her personal space. She squared up, shoulders back, chin thrust forward, ready to fight if that's what he wanted.

"You fucking bitch!" He screamed, voice higher pitched than before. "What the hell do you…" He started but then there was a hand on his shoulder, forcing him back a few steps, and Penny found herself staring up into the face of Thor.

Thor's huge hand remained on Raj's shoulder, keeping him away from Penny, and the boy stared up at the Asgardian, white-faced. For a moment, it was silent,..a heavy, foreboding silence that made Penny's blood freeze. "What's going on?" He asked, as if Raj wasn't covered in blood.

"I...she...she punched me!" Raj cried, pointing a finger at Penny, and she couldn't help but notice as his finger trembled. Thor continued to stare down at him for a moment, the silence thick in the empty hallway.

"Friday, call Tony and have him come down here," Thor ordered after a beat passed, face like...well...thunder. All anger and indignation, and Penny felt her stomach clench as she realized what she'd done. What she was doing. Swallowing hard, she took a step back, feeling the blood drain from her face. She was going to get fired. Lose her internship. Lose her chance to work with Mr. Stark. Stomach clenching, she leaned against the wall, hands asking as she closed her eyes and took a deep breath.

And then, miraculously, Natasha was there.

She heard the woman before she saw her, the sure, determined steps unmistakable. Opening her eyes, she caught sight of the woman turning the corner, her face unreadable. Her eyes darted between Penny and Raj, the two of them separated by Thor. "Are you alright?" She asked Penny who gave a quick nod, not sure ele what to say. Raj was the one covered in blood. Then she turned to Raj, something hardening in her eyes. "Come with me. Thor, can you take Penny up to the main floor?"

"Of course." The man nodded, shooting Raj a look before gesturing to Penny to join him. She did, swallowing hard and dropping her eyes.

She was going to be fired. She was going to lose her internship. She was going to lose everything.

"Are you sure that you are alright?" Thor asked, his voice soft as they stepped into the elevator. She wanted to know what was going to happen to Raj...would he tell Mr. Stark that she'd attacked him? All of the interns knew that he'd been saying gross things about her...would that make people think that she'd be more likely to attack him? Would Mr. Stark believe him?

"I'm fine," Penny whispered, hating herself more and more with every passing second. How could she have let himself do something so stupid?

"Would you like me to get Bruce? He's a doctor…"

"I'm fine," she said again, dropping her eyes.

"Alright." He murmured, nodding to himself, but she knew that his eyes were still darting over to her as the elevator took them up to the main floor. Would Mr. Stark fire her on the main floor? In front of everyone? She swallowed hard at the thought, bringing her finger up to wipe under her eye as surreptitiously as possible. If Thor noticed, he didn't comment. Instead, he placed a gentle hand on her back once the elevator doors opened, guiding her out into the main room where she could hear the quiet voices of Clint, Sam, and Wanda.

Then the voices weren't so quiet anymore. "Holy shit!" Sam cried, sounding both scandalized and delighted, while Clint cheered in the background. "Rewind it! Rewind it!" He ordered, and as she turned the corner, Thor's hand guiding her forward and then dropping when they caught sight of the giant TV on the wall. It was security camera footage...of her. Clint rewound it, and then she watched herself slam into the wall before pulling back a fist and punching Raj in the nose, following through just like Ben had taught her. Beside her, Thor chuckled just a little when his teammates cheered again, blood pouring from Raj's nose on the screen.

On the TV, Raj stepped forward again, and she watched herself step up to meet him, squaring her shoulders, and felt a flash of pride. She could have taken him, even before becoming Spidergirl. Her uncle had taught her to defend herself. Still...it felt like she was in some kind of dream. Three Avengers were watching her punch a boy in the face on TV and...cheering? She looked up at Thor who had softened, a smile on his face as he looked down at her. "You fought honorably." He told her, almost laughing, and she felt her lips turn up.

"Yeah?" She asked, and he patted her on the shoulder. "I...I was afraid that Mr. Stark would fire me." She confided.

"Fire you?" He asked, obviously surprised.

"I punched another intern in the face."

"Yeah, after he threw you into a wall," Sam called, turning around, and Clint turned as well, eyebrows lifting. It was just like a few weeks ago when she'd run into Clint as Spidergirl...but now she was Penny. Penny Parker, who didn't know sign language...or...would it be better if she let them know that she did? Because they might find out if anyone asked May...right? "You alright?" Sam asked, giving her a quick once over.

"I'm fine," She assured them, feeling a little like a broken record.

"Pretty sure Tony's gonna kill that guy," Sam said casually, laughing when Penny's jaw dropped.

"Kill…" She started, looking for some sign that he was kidding, but he just wore the same inscrutable smile.

"Tony isn't going to kill anyone." The woman, Scarlet Witch reassured her. Penny did her best to remember her name and came up with it...Wanda. She was smiling, eyes kind. Draping an arm around the back of the sofa, she jerked her head for Penny to join her, and feeling like this must be a dream somehow, she moved carefully through the room, very aware of how Clint and Sam moved out of her way, giving her plenty of space to pass. Not crowding her or making her slip by them. She sat tentatively beside the woman who shifted on the sofa, removing her arm and gesturing to the TV. "Wanna watch it again?" She asked.

Penny couldn't hold back the giggle that burst out of her, her hand automatically coming up to cover her mouth. Wanda laughed too, throwing her head back, and Sam leaned on the back of the sofa, pointing the remote at the TV and making everything run backwards. Clint came around to the other side of Wanda and dropped onto the sofa. Thor joined them as well, standing behind Penny as they all watched from the moment that Raj slammed her into the wall, Wanda flinching a little beside her.

"Are you okay?" She asked quietly, leaning closer to Penny.

"I'm fine." She said for what felt like the hundredth time that day. Then, they both watched Penny bring a fist up, arm making an arc as she punched Raj in the nose.

"Where'd you learn to hit like that?" Sam wanted to know, jumping over the back of the sofa and landing on the cushion next to Penny's, making both Peny and Wanda bounce a little.

"My uncle was a cop." She told them simply, watching Thor arrive on the scene, separating the two of them.

"Yeah?" Sam asked, lifting his eyebrows. "Well, you throw a hell of a punch." He told her with a grin. "Anyway, you won't have to worry about that asshole anymore."

"Mr. Stark...he's not going to…" She started, leaning in, voice lowering, and Clint chuckled from Wanda's other side, smiles on everyone's faces.

"Tony won't kill him, kid. Natasha on the other hand…" Her jaw dropped...she hadn't thought of that, but Clint only laughed again. "No one's going to kill the little asshole, but he is going to lose his internship." He was serious, then, and Penny dropped her eyes. "Also, it's not your fault that he's losing his internship." She pressed her lips together, and Wanda placed a hand on her shoulder.

"It's not." She confirmed. "He was harassing you. He assaulted you. You defended yourself. It's all on camera. We all saw it."

Penny looked up at the woman she barely knew, who smiled reassuringly at her like they were friends or confidants instead of two people who'd met maybe twice and felt herself smile back.

"Yeah?" She asked.

"Yeah." Wanda nodded. "Now, do you want to watch it one more time?" Penny glanced at the TV and laughed under her breath.

"One more time." She agreed, giggling when the others cheered as well.

They were funny. And kind. And sort of silly...they seemed like real friends. A team. And even though she didn't hold out any hopes that she'd ever be a real part of it, she could at least pretend.

_**Thank you for reading!**_


	22. Invitation

When Mr. Stark returned from whatever he'd been doing to Raj, she was sitting cross-legged on the sofa next to Wanda, the two of them chatting about school and The Mindy Project, which they had discovered they both loved. At some point, Penny had stopped wondering how exactly this had become her life...somewhere around the time that Clint and Sam lost interest in their conversation and headed to the kitchen, presumably to start cooking dinner. Thor remained in the living room, though, looking puzzled but not displeased to remain in the living room with them.

The girls were debating whether or not Mindy would get back together with Danny (Wanda said yes, Penny was adamantly against it because she thought he was awful to Mindy) when the elevator chimed. She really liked Wanda...as they chatted, the two of them turned to face one another on the sofa, Penny forgot that she was talking to Scarlet Witch...that the woman in front of her could probably read her mind. But then, the elevator arrived at their floor and it all came back. Raj. The fact that she'd punched someone in the face...the fact that, despite the team's reasurrances, she still might lose her internship.

They weren't the ones who got to decide. Mr. Stark was. She pressed her lips together, shrinking a little as he stepped onto the floor, dressed in a t-shirt and faded jeans and yet still looking every part of the leader of Stark Industries...well, Pepper was the leader. But still. He was in charge of something...surely. At least, he was in charge of her internship. And when he stepped onto the floor, jaw clenched, eyes narrow, her heart sank. He looked angry. Furious. She'd never seen him look like that before.

His eyes swept the room before landing on her on the sofa beside Wanda, the two of them paused mid-conversation. A hand touched hers, and when she turned she saw that Wanda was smiling reassuringly at her, squeezing her fingers before turning back to Mr. Stark. "Want to watch Penny punch an asshole in the face?" She asked, gesturing to the TV. "We've already watched it a few times, but I could watch this all night."

He snorted, the tension seeming to melt away, and he smiled a little much to Penny's surprise. "Eh. Why not?" He asked, shrugged, making his way languidly over to the sofa. Her jaw dropped when he leaned his elbows on the back of the sofa, gesturing with a hand for Wanda to go ahead and play it again. She did, grabbing the remote and patting Penny's hand before turning in her seat to point it at the TV.

"Don't we need to do the...uh...the internship?" Penny asked, gesturing back toward the elevator. He glanced over with a grin.

"Yeah…just a second." He jerked his chin toward the TV and she sighed, more embarrassed now that Mr. Stark was the one watching her punch someone. "Nice." He nodded when the blood started to gush from Raj's nose. "Good job, kid." She flushed, shrugging a little, and he seemed to notice her discomfort. "You okay?"

"I'm fine." She said, sure that if she had to say that again, she'd scream.

He clapped his hands together, straightening. "Good. Alright, let's get back to work."

"She can't stay?" Wanda asked, pouting a little. Penny giggled, cheeks flushing again, and Mr. Stark leaned over the couch, snagging her backpack off the floor.

"Maybe I'll arrange a playdate another day." He told her, stepping around to the sofa and offering Penny a hand that she took, letting him pull her up. Thankfully, it had been a while since she'd had any major injuries, so she was able to hop up, grabbing her purse and turning with a smile to Wanda.

"It was nice to meet you."

"You too, Penny." The older girl waved as Penny followed Mr. Stark into the elevator, Sam and Clint calling out their goodbyes.

The elevator ride was silent, and Penny found herself glancing up at her boss, stomach clenching a little. He'd seemed okay before...had even watched the video of her punching Raj, which had been embarrassing, but still. He'd smiled. Right? The man didn't look down at her, though. Didn't speak as the elevator took them to the lab, and then the doors opened, letting them into the room. She'd only taken three steps before he spoke, placing her backpack on the floor.

"We need to have a chat, kid." He told her suddenly, straightening and crossing his arms.

It was as though the floor had dropped out from under her. Stomach churning, she found that she couldn't breathe...couldn't catch a breath, jaw dropping. No...no way...he couldn't be taking away her interhip now...right? Would he really do that? His face softened a little at her expression, arms dropping from where they'd been crossed.

"Am I...am I going to lose…" She started, unable to even finish that sentence, but he shook his head.

"You're not losing the internship, Pen." He told her, voice soft, and the nickname took her by surprise just a little. He didn't use it often...mostly he stuck to "Penny" or "kiddo." "You don't have to keep worrying that you're going to lose the internship. I swear, we'll be having lots of chats before it ever gets to that, unless you suddenly pull a 180 and start spreading rumors and harassing your fellow interns." She dropped her eyes and he gestured toward the chair she usually used. Penny sat down, hands clenched in her lap, and Mr. Stark joined her, sitting down in his own chair and rolling closer. He looked serious, but not angry, thankfully.

"I'm sorry." She whispered.

"What for?" She shrugged, and he drummed his fingers on his leg. "Why didn't you tell me what was going on?"

"I just...it wasn't a big deal."

"Really? Do you know what he was saying?" She felt her cheeks flush but nodded a little. "And you know that the rumors he was spreading could have gotten out to the press?" She flushed even more, then swallowed hard, steeling herself to speak.

"I'm so sorry." She told the floor. "I never even thought about that...I thought he was just talking to the other interns and I never thought about him going to the press and I know it could really hurt your reputation and I'm so sorry that I didn't tell you and…" He lifted a hand and she stopped, pressing her lips together.

"I wasn't talking about my reputation. I have…" He tapped his fingers, seeming to think for a moment. "...roughly seventeen lawyers whose entire jobs it is to keep track of that sort of thing. Plus Pepper...she would never let anything like that get out. I was talking about you. Another intern was spreading rumors about you...saying terrible things about you. If the wrong people heard those things, do you have any idea what it would do to your reputation? Not that it would change anything here...you wouldn't lose your internship. But what about your future in this field?"

She frowned, pressing her lips together, then shrugged. "It was all lies anyway."

"And the harassment?" She shrugged again.

"Okay." Mr. Stark sighed, clenching his hands together in his lap. "Why didn't you tell me?"

"Because…" Because she hadn't wanted him to know. Because Mr. Stark was her boss and it was embarrassing and these were things that she should be able to handle on her own. "I...I could have taken care of it."

"But you weren't taking care of it. You were ignoring it." He hesitated, then leaned in. "Pen, I'm not trying to say that you need to come to me with every little thing. I know that you're a perfectly capable person...that you can handle yourself. I don't doubt that even for a second. But in this building, in this job, I'm responsible for you. If someone here is hurting you, if someone here is harassing you or spreading rumors about you or making your job more difficult, then you need to come to me. I need to know these things so that I can take care of them."

"You shouldn't have to…"

"If one of my employees is harassing another one of my employees, then it's my job to put a stop to it." He told her then, leaving no room for argument.

Penny swallowed hard, heart stuttering a little at his choice of words. "Is...is Raj…"

"Raj no longer works here." Mr. Stark's voice had turned cold, and Penny flinched a little.

"He was fired?"

"He started a fight with another intern after harassing her and spreading rumors about not only her, but also myself, for weeks. So yeah. He was fired."

"Did Natasha…" He snorted at the expression on her face.

"What? Waterboard her? Dangle him off the building?" She felt her cheeks flush, but she had to smile.

"Well...yeah."

"No, she didn't tortue him. She brought him to the meeting room so that I could talk to him."

"And then torture him?" The words slipped out before she really thought about who he was talking to, but thankfully he laughed, shaking his head and throwing his head back.

"No one tortured him, kid. Scouts honor." He held up a hand. "I just spoke to him privately about how one was expected to conduct oneself in a professional environment." Penny wasn't sure how honest he was being, but she supposed it didn't matter. It wasn't any of her business how he'd fired Raj. She was just kind of glad that he had, even though she wasn't sure if she should have just taken care of it herself. "Anything else you want to tell me?" She blinked at him. "About the other interns? The internship itself? Anything?"

Penny shook her head. "No...everything's fine. It was no big deal..really...you didn't have to…" He lifted an eyebrow and she shut her mouth with an audible click. "Sorry."

He shook his head, sighing a little and giving a half smile. "Alright, kid. Let's back to science.

Science, as it turned out, was the AI that Penny was working on non-stop, and she and Mr. Stark compared notes, him giving the occasional lesson in programming that she took extensive notes on...mostly because she had the opportunity to learn from THE Tony Stark...but also because Mr. Stark sometimes gave her pop quizzes when she wasn't paying attention.

As they worked, she had to fight the urge to ask about her suit and Karen...to ask about little things she'd missed while he was programming her AI, but she wasn't supposed to know anything about Spidergirl except for the fact that she was deaf, and whatever she could have plausibly seen on the internet. So she had to be careful. She hadn't asked anything about Spidergirl in a couple of weeks, so she decided to chance it. Glancing up from the computer screen over at Mr. Stark who was typing up his own line of code, she cleared her throat a little.

"Um...so...have you heard from Spidergirl?"

"Hm?" He glanced up. "Oh...not lately, but according to her suit, she's been patrolling a couple of times a week."

Before getting the internship, she'd tried to patrol as often as she could, but she knew that it would be kind of suspicious if she patrolled every day but Friday, but she wanted to go as often as she could, so she just alternated her days off. Sometimes she would take Friday and Saturday off, other weeks, it was Friday and Sunday. But she tried to go every weekday after school, sometimes right after school and sometimes a couple of hours after, sneaking out after she did her homework. Since he was watching her suit, she tried to spend more time near the college campus and the library.

"Any issues with her suit?"

"None so far. She did run into Clint and Steve a not too long ago. Apparently Steve's sign language is somehow worse than mine."

"Your sign language is…" The words were out of her mouth before she could even think, and her throat close up on it's own. Stomach flipping, she felt her stomach drop, and Mr. Stark looked up at her, eyebrows raised. "Great." She finished, forcing herself to breathe normally, her voice squeaking. "Sorry, I just...I meant...you're great at everything, so I assumed…" Penny shrugged, heart racing so loudly that she was sure he must have heard it.

Mr. Stark chuckled, shaking his head, oblivious to her breakdown. "Your confidence is touching, kid, really." He told her, turning back to his computer screen, and she had to fight the urge to put a hand to her chest in a feeble attempt to slow her racing heart. "I've been studying, though. Hopefully the next time we run into each other, I'll be able to have an actual conversation with her." Closing her eyes, she forced her hands to unclench at her sides, placing them gently on the countertop. "Steve said he's going to start studying too. Clint asked her to swing by the tire." With trembling hands, she started typing again, making more mistakes than ever and constantly having to backspace and fix them, barely getting any actual work done. It looked like work, though, and Mr. Stark didn't seem to be paying attention to her anymore.

It had been too close. She needed to stop, she told herself firmly. Stop trying to make conversation and stop getting closer. Closing her eyes, she put a hand over her eyes, resting her head in her hand, elbow on the table. Too close. She kept getting too close.

But...she didn't want to stop. Didn't want to pull away. Mr. Stark was the best mentor she could possibly eve have, and he was kind and funny and...and…

And he reminded her of Ben. It was almost like having him back. Not really...no one could ever replace Ben. Ever. But it was like she had the chance to have an almost father figure again. And she'd never say that out loud. She'd never tell him that that's how she saw him. Surely he would get kind of freaked out and wonder why he was wasting his time with some needy kid that clung to the first older man that was nice to her and started calling him 'dad' or something. Still, she didn't want to lose him, or lose the opportunity to talk to the Avengers who seemed to actually like her, which was insane!

She'd need to talk to Ned...then again, he'd tell her to be friends with the Avengers at any cost.

"Pen?" The nickname surprised her, as did the hand on her shoulder, and she glanced up at him, forcing a smile.

"Just resting my eyes for a second." She excused herself. He nodded, eyes darting down to the computer screen.

"Come on." Mr. Stark urged, jerking his chin toward the kitchen area in the corner, and the two of them headed over, her sitting when he insisted, him pouring them glasses of water and pulling out bags of chips. "How's school going, kid?"

"It's fine." She assured him, taking a long drink of her water.

"So," He started after a moment, "when are you out for winter break?"

"Um, Wednesday is my last day." She told him, a little taken aback.

"In that case, how would you like to move your internship to Thursday? Pepper is throwing a Christmas gala or a Winter gala or something, and she asked me to invite all the interns. Show off the fact that Stark Industries now has interns."

She put her glass of water onto the table, heart stuttering a little. A gala. That sounded really fancy. And fancy party meant fancy clothes, which she couldn't afford. The internship didn't pay anything, and although she and May were doing okay, they weren't exactly doing well enough to invest a lot of money into a fancy dress. "Oh...um...a gala?"

"Yeah. Fancy charity dinner. Lots of science people. The Avengers will be there."

Penny felt herself flush again, this time for a totally different reason. How was she supposed to tell Mr. Stark, genius billionaire superhero philanthropist, that she couldn't afford one nice dress? "Um...I really appreciate it but…" He sat back in his chair, crossing his arms. "I just...I don't think...I mean, I don't really have anything to wear to a gala." She told him, shrugging it off like she wasn't embarrassed.

He waved a hand. "Pepper will be taking care of all that. All you and the remaining interns would have to do is show up. She's in charge of making everyone look good. Including me. She's already told me that she'll lay an 'appropriate outfit' out for me the night before." She had to laugh at his use of air quotes, and he grinned, relaxing back against his chair and grabbing a handful of chips.

"Miss Potts picks out your clothes?"

Mr. Stark shrugged. "You wear a t-shirt with a cat on it under your suit jacket one time and you lose her trust forever," he said wistfully, and she put a hand over her mouth to hide the giggle. "What do you say, kid? Wanna come to a fancy party next week?"

"Um...I have to ask May…" She doubted that that would be a problem. She would just tell her aunt that it was an internship thing and she wouldn't care much.

"How is your aunt?" He wondered as she took a couple of chips and popped them in her mouth.

"Oh, she's fine. Busy." She shrugged, not wanting to talk about her aunt. The last thing she needed was for Mr. Stark and her aunt to get close and start comparing notes. She needed to keep the different parts of her life as separate as possible. "So, who will be at the gala? Anyone from the conference?"

He nodded. "I'm pretty sure Pepper invited most of the major science people." He said, voice careless. "Hopefully Osborn already had plans." Penny froze, wide-eyed, then fought to school her face.

"Doctor Osborn?"

"Yeah. She invites him and his wife to all the big parties. His wife is brilliant but he's...well, you know. He's an asshole. His son seems alright, though."

"Yeah. He's fine." She murmured, downing the rest of her water and trying not to meet his eyes. The absolute last thing she wanted was to be stuck in the same room as Norman Osborn again. Then again, she'd already said yes, so she'd just have to pray that he already had plans. Maybe, just this once, she'd get lucky.


	23. The Gala

_**Thank you so much to everyone who has read and reviewed! I hope you enjoy the new chapter! **_

_The Gala_

When was Penny ever lucky? Really? Apart from the whole 'spider bite leading to cool powers instead of death' thing. Okay...so that had been pretty lucky. Still...she was almost never lucky. And the gala would be no exception.

Penny arrived at the tower on Friday, the day after her internship, and nearly ran into Jasika who grinned at her, hands on her hips. She hadn't seen the girl since she'd defended her against Raj, and the older girl opened her arms after a moment, pulling Penny into a hug. "Hey. There's a rumor going around that you beat Raj up in front of Thor." Penny laughed a little against her shoulder, squeezing her carefully then pulling away just as Milo and Lori approached.

"Did you seriously break Raj's nose?" Lori asked, her smile showing that she hoped it was true.

"I...I don't know if I broke it…" She lied, and Milo laughed, holding up a fist for her to bump.

"Nice." He told her. "He was an asshole anyway. No one believed that shit he was saying."

The three of them started asking her questions, then...questions about Mr. Stark and working in his lab and her web formula and she realized that she'd kind of missed working with them. It had been fun working with a group of people who also loved science and engineering. It was that way with Ned, too, and at Midtown, she had found a whole school full of people who loved learning just as much as she did. But working with other interns at Stark Industries...it was different. Cooler, somehow.

They had been told to report to floor 71, a few floors below Mr. Stark's lab. The day before, after Penny had gone to her own internship with Mr. Stark, he had taken her to the same floor where Pepper had been waiting. The other interns, according to Mr. Stark, had stopped by earlier, so she was the last one. Pepper had met them, sending Mr. Stark on his way and leading her to a guest room. "I just wanted to have you try on a couple of dresses to see what fits." She had gestured to a rack of dresses, making Penny feel like she was in a scene from The Devil Wears Prada.

Pepper, as she insisted on being called, had been nothing like the evil boss from that movie whose name Penny could never remember though. Instead, she had been warm and friendly, asking Penny about school as she offered her cookies and laid out a few different dresses for her to try on. They were all silky and flouncy and fancy and swished around her knees as her bare toes dug into the plush carpet, Pepper touching bits of fabric that didn't fit quite right. "So, how's your aunt?" She had asked as Penny pulled the second dress, a red one with a skirt that came up to her knees in the front and nearly to her ankles in the back.

"Oh...she's really good. Um...she's busy." Penny had told her with a shrug as Pepper helped her zip the back. "She works at the hospital so she's always busy."

"Do you see her very often?" The woman had wondered, pulling a green dress off of the rack and handing it to her. Penny had disappeared behind a screen to change, keeping up the conversation.

"Not as much lately. It seems like we just kind of miss each other. But it's fine. I know she's busy, and she really likes her job."

Pepper had smiled and nodded, then asked about her internship. "I know that you were having some trouble with one of the other interns."

"Oh...um...yeah. He...Mr. Stark said he doesn't work here anymore." Penny had muttered, letting Pepper look at her in the dress. But the woman hadn't been looking at the clothing...she'd been looking at Penny, hands clasped.

"We want you to feel safe here, Penny." Pepper had started, her voice soft and serious and kind. "While you're here, we're responsible for you. And I want you to know that I'm always here for you if you need to talk, or if you need to ask questions...about anything. You can always ask Friday to get me. Okay?"

"Thank you…" Penny had all but whispered, eyes dropping. "I'm okay, though." She'd told her, smiling, needing to reassure her for some reason. "It was just...I mean, it was nothing. Raj was...well, Jasika said he was just jealous. Not that I think I'm better…"

"I've seen your work. You are better." Pepper had told her suddenly, a hand on her shoulder. "You're smarter and you work harder. And you're a good person. There aren't a lot of people like you, Penny...people that would use their gifts to help people the way you do." Penny had felt her heart drop, stomach clenching, sure that it was over...that she'd somehow been found out. But then the woman had gone on. "Tony told me about what you're working on...the AI to help hard of hearing and deaf people...that's incredible."

"Oh...thank you." Penny had murmured, and then the woman had smiled, pulling a dark blue dress, high collared and sleeveless, a circle of fabric that would encircle her neck and leave her arms bare, with a cinched waist and an A-line skirt, from the rack.

"I think this will be the one." The woman had told her, gesturing for her to try it on.

It had been.

Now she and the other interns rode the elevator to 71 where Pepper was waiting for them with their clothes all in fancy garment bags and matching shoes. They were each given their own bathroom to change in, and Penny changed into her blue dress, curling her hair with the curling iron on the sink, and spraying it with hairspray so it would stay. She'd already done her make-up at home and then slipped her feet into the silver heels that, thanks to her powers, she was perfectly able to. There was a silver clip for her to pin her hair back, and she did, then just stared at herself for a moment.

She looked almost grown-up. Penny had to smile a little at her reflection...she looked, dare she say it, almost pretty.

Penny stepped out of the bathroom at the same time as Jasika who looked absolutely stunning in her red dress, her hair in tight coils that stood up on her head, framing her lovely face. Penny had to drop her eyes, cheeks flushed as she caught herself staring at the older girl. "Wow...you clean up nice, Parker." Jasika teased, nodding approvingly. "You look great."

"Thank you," Penny whispered, flushing even more, and the girl laughed. "Come on, let's see if the others are ready."

Milo and Lori were already talking in the other room, Milo in a suit and tie, hair slicked back, Lori with her long black hair in a ponytail and a pink dress with white heels. Pepper came in just as Penny and Jasika joined the others. She was dressed in her own black dress, and Penny couldn't help but notice how nice everyone looked. How classy and fancy...and she felt a little out of place. Still, there was nothing to be done for it, and they all took the elevator to the ground floor where the ballroom waited.

It was time for the gala.

There were tables set up on one side of the lavishly decorated ballroom, all white tablecloths and what Penny had to assume were expensive china and real silver silverware. The other half of the room was empty except for the occasional tall table where people would gather, standing and chatting. Music played over the speaker, and the middle of the floor was filled with couples dancing in pairs. Pepper led the interns into the room, showing them their table with place settings at each spot showing them where to sit, and Penny sat down while Lori and Milo went to mingle. Jasika sat beside her, both of them pouring themselves glasses of water.

"Pretty cool, huh?" Jasika asked, smiling, and Penny shrugged.

"It's...a lot." There were a lot of people...a lot of noise. Already it was pressing against her from all sides, and she'd just entered the room. Still, she tried not to act like a weirdo...tried to seem like a normal person. "But it's really pretty."

"Think we should try to mingle?"

Penny shrugged, glancing at the dance floor, and was about to say yes, when a familiar voice called out to her. "Penny Parker?" Jasika turned, eyebrows lifted, and Penny sighed, spinning in her seat to find Harry Osborn approaching, dressed in a suit with a red and green tie. "As I live and breathe." He grinned, holding out a hand. She rolled her eyes and went to shake it, but he flipped her hand over, bringing it to his lips instead.

"Hi, Harry." She told him, unable to make her voice anything but dry despite the slight flush on her cheeks at the unexpected contact. "This is Jasika, another one of Mr. Stark's interns. Jasika, this is Harry Osborn."

"Nice to meet you." The older girl greeting, grinning when he kissed her hand too.

"The pleasure is all mine. And might I add that you ladies look absolutely lovely tonight." Jasika giggle and Penny barely managed to keep herself from rolling her eyes again. Not that she didn't like Harry...still, she didn't trust his father. Besides, her life was complicated enough without having to deal with this guy...Penny wasn't fooled by his somewhat goofy exterior. Harry Osborn was smart. Everyone knew it.

"I'm going to go mingle. You two have fun." Jasika told Penny, squeezing her shoulder before bounding off to mingle with actual scientists, leaving Penny stuck with Harry. She didn't want to seem rude, but she really would have rather been following Jasika around and pretending to mingle.

"How have you been, Pen?" Harry asked, grinning at the rhyme, and even Penny had to snort.

"I've been fine. How about you?"

"Same old, same old. I'm surprised my dad actually came to this thing...he knows that Stark just invites us to get my mom to defect."

"Maybe she should."

Harry lifted an eyebrow. "Are you saying that my mom should leave her place at her husband's company?"

Penny shrugged. "If she wants to. Stark Industries is better anyway." He stared at her for a moment, and she was sure that she'd offended him, but then he laughed, throwing his head back, and she felt herself smile. He had a good laugh. A good smile.

"Do you want to dance with me, Penny Parker?" He asked, holding out a hand after a moment. She hesitated, glancing at the other couples on the dance floor. "No one will even notice lowly us in the midst of all these important people."

"I don't know how to dance." She confided, and something in his eyes softened as he leaned forward a little more, still offering his hand.

"I'll show you. You strike me as a fast learner." She glanced around once more, embarrassed for some reason, then took his hand, letting him lead her on his arm to the dance floor. Once there, they blended in with the other couples, her hands on his shoulders, his hands on her waist, and the two swayed and stepped in time to the beat, Penny relaxing just a fraction when no one said anything to them, or even gave them a second glance. "See?" Harry asked, lowering his voice. "No big deal."

"Is this even considered dancing?"

"Eh...more like swaying. So, tell me, what is it like, working for the great Tony Stark?"

"Haven't we already been over this?" She wondered, and he grinned.

"I mean, is it still everything you thought it would be."

"It's everything I thought it would be and more." She told him, grinning right back.

"So he's a good boss?"

"He's great. Very nice. And he's taught me a lot."

"What are you working on right now?"

"That's classified."

It was his turn to roll his eyes. "Seriously?" She nodded, making her expression as serious as possible as he gently guided her to sway to the music, his hands on her waist, a perfect gentleman. In the corner of her eye, she thought she spied Thor and Natasha, and maybe Steve, but they were turning before she could get a good look. "You can't tell me anything?"

"Okay." She relented. "We're working on…" She leaned forward, lowering her voice to a whisper, and he leaned in, eyes wide an intrigued. "A science project." She all but breathed in his ear, and he pulled away with a huff.

"Fine. If you won't tell me what you're working on, I won't tell you what I've been working on."

"Okay." She agreed easily.

"And it's really good."

"Eh…" Penny shrugged. "I mean...is anything at Oscorp 'really good.'"

"First of all, how dare you." She laughed out loud, pressing her lips together to stifle her reaction, and noticed he was fighting a grin too. "Second, now I'm really not going to tell you."

"Can I guess?" He thought for a minute, then nodded. "Baking soda volcano?" He laughed again, not bothering to stifle his reaction as she had, and she noticed a couple of heads turn...namely Natasha's. Possibly Steve's too...they had turned once more, and her back was to them. But her new position did have her facing the back of the room where she found Norman Osborn talking to a group of people, but as if feeling her gaze, he turned, eyes widening as he took in her position, and his son's. The man met her gaze, jaw clenching, then turned back to the people he'd been with.

Penny was trying to figure out a way to extract herself from the dance when she heard footsteps approaching, and she glanced over to find Mr. Stark heading her way. Harry noticed too, and he dropped his arms, smiling and holding out a hand to Mr. Stark. "Nice to see you again, Mr. Stark."

The man stared at him for a moment, gaze nothing short of calculating before he shook Harry's hand. "Hello, Harry. I'm here to fetch my intern. I have some people for her to meet."

"Of course." Harry turned back to her, that same charming smile back in place. "Until we meet again, Penny Parker."

"Can't you just say bye like a normal person?" She asked, but he ignored her question in favor of making his way toward the tables. Mr. Stark raised an eyebrow at the boy's back, then turned to her with a smile.

"Having a good time?" He asked.

"Oh, yeah...it's really nice." She glanced over at the tables, eyes following Harry, only to find that Norman had corned him, and the two were speaking in hushed whispers in the corner of the room.

"Well, if you'll follow me, I'll introduce you to some people whose names you'll probably forget in an hour. But they all have fancy labs so…"

"Fancier than yours?"

"No way." He shook his head. "I have the three fanciest labs in the country."

"Three?" She asked as a waiter approached them. It was a woman, dressed in black and white, and she held out a tray with two glasses, both with red rings around the rim.

"Yes." He snagged the two drinks and the woman disappeared. Something about her caught Penny's attention, and she had to force herself to pay attention to Mr. Stark. "Any of the glasses with a red rim is non-alcoholic. I think this is sparkling grape juice." He told her, and she took a drink right as her senses flared. Immediately she lowered the glass from her lips, then looked up at Mr. Stark who had downed the whole thing in one go. He frowned down at the glass, the two of them making their way towards the center of the room. "Do you...feel...?" He started after a moment, glancing at her, and then everything seemed to happen in slow motion.

Mr. Stark narrowed his eyes, opening his mouth as if to finish his question, and then stumbled a little. That's when the truth of what was happening hit Penny like a ton of bricks. Grabbing his arm, she managed to catch him right as his knees buckled, a gasp escaping his mouth. Eyes wide, she looked across the room and met Harry's dumbfounded gaze, then lowered Mr. Stark to the ground as his eyes started to roll back in his head, mouth open, gasping for air. "Natasha!" The scream left her throat before she was even aware of it, and suddenly, time sped up, sending her senses into overdrive.

Someone shoved her backward. Literally, someone shoved a hand against her shoulder and sent her sprawling, and she only realized after a few seconds that it was a...security guard? A doctor? Her head swam, and she wondered if her drink had been poisoned too...her senses had gone off so it was possible. She sat on the floor on her bottom, one leg bent, one flat on the floor, and watched the throngs of people gather around Mr. Stark, while others backed away, and others hurried out of the room.

She felt numb. Sick. Like the room was spinning but she wasn't really in it. This couldn't be happening. Why hadn't she told him not to drink it? Why hadn't she done something?

"Penny!" Someone knelt beside her and she looked up, noticing for the first time that tears were dripping down her cheeks and that she was gasping for air herself, just like Mr. Stark had been. He had looked up at her...right as she'd caught him and started to lower him to the ground. He'd been surprised and afraid and...and she felt like she might throw up. "Penny, look at me." The voice came again, as if through a fog, and she finally forced herself to focus, and found Natasha kneeling in front of her, a hand that felt like ice pressed to her hot cheek. "Do you feel sick?" She shook her head, lips trembling. "How much did you drink?" She looked at the woman, then at the shattered glass on the floor a few feet away. She must have dropped her drink.

"Just...barely a sip." She lied. She'd had nearly half...but she was special. Her metabolism was faster. Whatever had been in the drink hadn't been enough to hurt her.

But it had been enough to hurt Mr. Stark.

"Okay. We're shutting down the tower…no one except the interns in or out. Happy is going to escort the other interns out, but they all drove themselves. I want you to go with Wanda. She's going to take you up to the main living floor. Do you need a doctor?" Penny shook her head again, unable to take her eyes off of the crowd blocking her view of Mr. Stark.

"Is he okay?" She asked, voice cracking.

"Bruce is going to take a look. We have a sample of the drink and we'll figure out what was in it. Right now, we need to get you and the interns…"

"It was Osborn...Norman." Penny had enough sense to whisper it, another tear dripping down her cheek, and Natasha froze. "I saw him at the expo...talking to that barista...and now...it was the waitress...blonde. Wearing black and white but she had a stain on her shirt…" A sob escaped then, and Penny did her best to fight it. She was a superhero, even if Natasha didn't know it. She had to keep her cool. "And...and she was...wearing black shoes and…"

Natasha nodded, reaching out and gripping her hand. "Okay. Thank you for telling me. Right now, I want you to go with Wanda upstairs. Do you want to call your aunt?"

"She's...at work...I can just...take the subway home…" Penny whispered, wishing her hands would stop shaking. Wishing she could stop crying. She was in public! And she was Spidergirl! She'd seen people hurt before, and she'd always been okay.

But this was Mr. Stark.

Natasha stood just as Mr. Stark was being wheeled away on a gurney, the Avengers spread around the room, looking official and solemn, and then Wanda appeared, dressed in a lovely red dress, her hair done up a twist at the back of her head. "Go with Wanda."

Natasha was keeping her safe, and Penny appreciated it...but Penny had been trying to keep Mr. Stark safe...and she'd failed. Feeling that failure crush her, she let Wanda take her arm and lead her toward the elevator, the two hurrying between Captain America and Falcon who were guarding the doors.

The last thing she saw as Wanda hurried her out of the room was Norman Osborn, his wide eyes following her as she was led away.

_**Thank you for reading! **_


	24. Poison

_**Thank you so much to everyone who has read and reviewed! I appreciate all of you so much! Here is the new chapter, a little early.**_

_Poison_

Wanda led Penny into the elevator, her arm wrapped around her, and Penny struggled to keep her breathing even...to stop the tears that she was sure were making her make-up run.

"I'm sorry...I'm sorry…" She choked out as Friday took them to the right floor, but Wanda only shushed her, squeezing her shoulders. The woman could read minds, Penny remembered suddenly, and looked at her, wide-eyed, the shock apparently taking away her filter. "Are you reading my mind?" She asked, the thought so terrifying that it made her sick. Or maybe that was the drink. She was pretty sure that, with her enhanced metabolism, the poison wouldn't hurt her. But Mr. Stark didn't have an enhanced metabolism. He was just a man. And what if Wanda could hear all of her thoughts?

"No." Wanda assured her gently, her hand never moving from her shoulder. "No, I won't read your mind. Not without your permission. I promise." Penny nodded, not seeing any choice but to trust her.

"I can go home...I can take the subway…"

"I think it would be best if you stayed here for a little while. Would you like to call your aunt?" Penny shook her head. May was working late that evening, and the last thing Penny wanted to do was freak her out. Then May would leave work and demand to see Penny and what if the Avengers would let her in and… "Penny?" Wanda prompted, and then she realized that they had reached the main floor and that Wanda was urging her forward. "You need to sit down." The older girl murmured, leading her to the sofa where she dropped, feeling like a shell...vacant. Sick. Shaky. Penny wondered if it was the poison or the shock, and then found that there was something in her hand.

"Drink." Wanda urged, and she looked down at the glass in her hand. It was dark and carbonated...soda, she guessed, and she took a drink, sipping it, unlike how she'd gulped down half of the poisoned grape juice. "Here." Another moment passed and a foil package was in her hand. "From Thor's stash...I don't think he'll mind."

So Thor liked s'mores pop tarts...that was new information to Penny. Still, she broke off a corner of the pastry, nibbling at it. "Where's Mr. Stark?" She asked, staring at the carpet.

"They took him to the medbay. They had a sample of the poison from your drink and Bruce is going to help him."

"I need to go."

Wanda sat down beside her, reaching out and touching her knee. "Why don't you just stay for a few minutes? I can get Happy to take you home."

Penny swallowed bile and put the pop tart down, dropping her head into her hands as the room spun around her. A hand rested on her back and she had to fight back sobs, her whole body shaking as it played back in her mind. Mr. Stark, looking down at her, wide-eyed, puzzled...afraid. Then his knees had buckled...and it had been Norman Osborn. She knew it. But how could she prove it?

Maybe Penny Parker couldn't. But what if Spidergirl could?

Wanda put a hand on her back, rubbing circles as she fought the tears. She was so tired...her eyes were heavy and her stomach still felt sick and she just wanted to go home...but the sofa she was on was so comfortable and she wanted to close her eyes but she was crying...tears dripping down her cheeks. "He's going to be okay," Wanda whispered, draping an arm around her shoulder and pulling her closer, and Penny turned so that her face was hidden in Wanda's side. "He'll be fine. And you're safe. It's okay. All of the Avengers are here."

Penny didn't want the Avengers to save her. Penny wanted to save Mr. Stark. But she hadn't been fast enough or smart enough. She hadn't been paying enough attention.

"Do you want to lie down for a minute? Just until we can find something out about Tony?" The woman offered, and Penny nodded, taking a long shuddering breath and feeling like a baby for not being able to pull herself together. For feeling like the world was spinning around her and she couldn't quite keep up, stomach clenching uncomfortably. At least May was working late and wouldn't expect her back for hours. Her aunt had switched with a coworker since Penny wouldn't be home and was working until five the next morning, giving her quite a while to deal with all of this. "Why don't I find you something more comfortable?" Wanda offered, then seemed to disappear and reappear with a bag that she pressed into Penny's hands, gesturing toward the bathroom where the girl slipped out of the dress as if in a daze.

Carefully folding the dress and wondering if she was ruining it, she placed it back into the bag, then went back out into the living room dressed in sweatpants and a sweatshirt that was pleasantly soft and warm. "Are you feeling okay?" Wanda asked, pressing the back of her hand to Penny's forehead, and the girl nodded. Wanda frowned. "You feel a little warm."

"I'm okay. I don't feel sick or anything." Penny promised, drinking more of the soda that the older girl had placed on the coffee table. "I just...I can't...I can't believe someone…" She trailed off, closing her eyes, and Wanda rubbed her arm as if trying to warm her up.

"He's going to be fine," Wanda promised, lowering her voice, and as if taking her cue, Friday lowered the lights a little. "Just lay down for a second, Penny. Give Bruce a chance to help him. We'll get you home soon, okay?"

Penny nodded, letting herself be guided to lay down, her head on a soft throw pillow, a blanket draped over her after a moment, and although she wanted to jump out of bed and race around the building until she could find Mr. Stark and see for herself that he was okay, she found that it was impossible to keep her eyes open. They were weighted down as if with concrete, as she felt her breathing evening out, the last thing she felt a light hand on her shoulder.

"Where is she?" Penny curled up under a blanket, squeezing her eyes against the voices. She felt like she'd just closed her eyes...like it was the very middle of the night and something had made a noise, a neighbor or a car outside, and all she wanted was to go back under...to get back to whatever dream she'd been having, her whole body heavy from sleep, brain foggy. Something was important, she knew...something had happened. But she was so tired...why was she so tired? And why did she hear a man's voice so close to her when she was in her bedroom?

Wasn't she in her bedroom?

"Hush." A woman's voice snapped. "She's asleep...she was terrified."

Why had Penny been terrified? That didn't sound like her? Was the woman talking about her?

"Is she okay? Tony said…" A somewhat familiar voice started. Did she know that voice? Yeah...probably.

"He's awake?" The woman interrupted.

"He just woke up. He was asking for her...said she drank some too and was asking if we'd had Bruce look at her."

"No…" The woman started, sounding confused. "She's fine...she said she just had a sip.."

"Are you sure?" The man demanded.

"That...that's what she said. She didn't seem sick...just...really tired..."

"Penny!" The man's voice was urgent, a hand on her shoulder, and she shrank away from the touch, confused about why a man was touching her at all. "Penny, wake up!" He demanded, and her eyes flew open only to find Clint Barton a few inches away from her. She jerked back, gasping for breath, and he removed his hand, something softening in his eyes as he lifted his hands. "I'm sorry. I didn't mean to scare you. I wouldn't…" He trailed off, smiling then as if she were a child.

To him, she supposed, she was a child.

But she didn't feel like a child. She felt old and sad and afraid.

"I'm sorry. Tony's awake." With those two words, it all came rushing back, and her eyes widened.

"What time is it?"

"Almost nine." The gala had started at five...she remembered that much. And she'd been there for less than an hour when Mr. Stark had collapsed...he'd collapsed and she'd caught him...and...had he seen how much she'd drank? "He just woke up...he was asking for you. He thought you might be sick too."

"No...no I barely drank any...it…" She started to lie and say that it had tasted funny but had it? She couldn't remember...and what if they called her out on that? "He...something was wrong and…". She started, tears filling her eyes, and Clint nodded.

"He's okay. He just woke up." Clint told her again, reassuring her. She wondered if he had kids. He talked to her like a man that had kids. "He was asking for you."

Penny nodded slowly, lips pressed together as she tried to puzzle out the meaning. Mr. Stark had been asking for her? Why?

"Pepper asked me to bring you to his room before you go home." He didn't touch her again. Didn't reach out for her. But she nodded again, swinging her legs over the side of the sofa and sitting up, then pushing herself to her feet. On the table was the half eaten pastry still in its foil wrapper, and she stared at it for a moment, then up at Clint. She felt groggy...confused. But Mr. Stark was...he was asking for her and she needed to make sure he was okay.

And then she needed to go home. She had a job she needed to get started on.

Wanda touched her shoulder as she passed, Penny following Clint to the elevator and then up two floors where the doors opened to a large room with curtained off areas and, further into the room, a few doors along the back. It smelled like antiseptic and she wrinkled her nose a little at the strong smell that seemed to burn her sinuses. Clint, who had made sure to stay a full two steps away from her the whole way, glanced over and hesitated before stepping out of the elevator. "Are you sure you're okay?" He asked, leaning against the elevator wall, face open, and she was touched by his concern.

"Yeah. I...I was just tired. But I'm fine." He narrowed his eyes a little. "I only took a sip…"

He smiled then, nodding, seeming to accept her story as Pepper stepped around the corner, emerging from one of the rooms with a door. "I'm glad you're okay. You can go with Pepper...hey kid?" He asked as she was about to step out of the elevator. Penny hesitated, turning back to the man. "Here." He held out a piece of paper that she took on instinct. "You ever need anything, give me a call."

Penny stared down at the paper, then back up at him, lips turning up into a smile. "Thank you." She liked Clint...he had been kind to Spidergirl and to her. So she chanced the question. "Was it Norman?"

He sighed, running a hand through his hair, then gave the room a quick once-over, making sure Pepper wasn't close enough to hear what she assumed he wasn't supposed to tell her. "Natasha told me that you suspected him." Penny nodded, and he looked her up and down, something else in his eyes. Something...like calculation. He was evaluating her, and she had to fight the urge to square her shoulders and meet his gaze like the superhero she wanted to be. Instead, she made herself drop her eyes, glancing up at him from beneath her lashes like she was shy. Like she was afraid.

She wasn't afraid. She was angry.

"Friday ran back the tapes." He told her then, dropping his voice. "No sign of him ever talking to that waitress. She wasn't with the catering company...Friday was never able to get a clear shot of her face. So she knew what she was doing."

Penny nodded, dropping her eyes.

"That doesn't mean you were wrong." He told her softly.

And then he moved his hands. She narrowed her eyes at him, just barely remembering that she was Penny Parker, not Spidergirl. Penny's heart stuttered in her chest, and she wondered what he was doing. Why he would suddenly switch to sign language. But something in her froze...her stomach clenching as she stared up at him. "I…" She started, then shook her head, forcing a confused smile...forcing herself not to respond in kind. "I'm...I'm sorry?" She asked, shaking her head.

Why was he speaking to her in sign language? Why would he suspect her of knowing sign language?

What had she done?

It didn't matter, she told herself firmly. It didn't matter because he couldn't suspect her. And if he did, she had to make sure he never had a reason to again. "I don't know sign language. I mean, a guy in my building does and I know, like, how to say hello and sorry and thank you and stuff like that but…" She trailed off, giving her best apologetic smile, and he smiled right back.

"Sorry. Old habit." He gestured toward his hearing aid. "I was just saying that we'd keep an eye out. Don't worry about. Pepper was coming closer, looking worried, and Penny gave Clint a quick smile before joining the woman in the hallway.

Clint hadn't said that they'd keep an eye out. He'd told her to be careful.

All thoughts of Clint and whatever suspicions he had were driven from her mind when Pepper reached out a hand, touching her shoulder. "Penny? Are you okay?" She asked. Penny hurried to nod. "Tony was worried...he said that you'd drank some of the juice?"

"I barely had any." She told her, feeling like a broken record. "Is he okay?"

"He's okay. They were able to get him in time. Bruce got an antidote and he's going to be okay." Pepper assured her, squeezing her arm. "Come on in...he wants to see that you're okay for himself." The woman smiled at her, eyes soft. "Then Happy can take you home if you want. Or you're welcome to stay the night. We have your guest room ready."

Penny shook her head, forcing another tired smile. "I really should get home. I don't want May to worry."

Pepper nodded, then led Penny down the hall and to the door, which she opened slowly, tapping her knuckles on the wood as she opened it. "Tony? I brought Penny."

As soon as Penny saw him, she felt her face crumple, and she covered her mouth with her hand, closing her eyes and wishing she could teleport away before he saw her. He was laying in a hospital bed, a tube running from the inside of his elbow, looking...looking like a man in a hospital bed. Like...just any sick, tired, middle-aged man. But he was Tony Stark! Iron Man! The fear she'd felt watching his legs buckle in the ballroom and the fear that Norman knew who she was and the fear that Clint suspected her...it all hit her at once and she felt her own knees tremble.

"Kid…". He murmured, sounding so sad, and that only made her cry more. Pepper's hand on her shoulder led her forward until she was sitting beside his bed, sobbing into her hands, hunched forward with her elbows on her knees, and then she felt a hand on her head. "Hey...Pen. Look at me, kiddo." He ordered, and she tried. Tried to stop crying. Tried to calm down. She needed to stop. She needed to breathe. It had been such a long night and she had so much more to do and she needed to take care of this. But first, she needed Mr. Stark to know that she was okay. That she wasn't some little kid that needed to be taken care of.

"I'm sorry…". She choked out, trying to get control of her tears, but he shook his head, his face soft. Kind.

"It's okay, honey." He told her, the term of endearment seeming to slip out, but he didn't act like he noticed, or like it bothered him. It didn't bother her either. She was getting too close, she knew. Trusting him too much. Letting him see the real her and if he did then he might find out…but at the moment she didn't care. Even though he had possibly seen her drink poison and even though Clint seemed to suspect her. She didn't care. Not with him laying in a hospital bed, trying to comfort her just like her uncle would have.

She didn't want to pull away.

Penny leaned her head forward onto his bed and gripped his hand in her own, still sobbing, and the man squeezed her hand while Pepper rubbed her back. "I'm okay, Penny. Bruce promised I'd live through the night and everything". She knew he was trying to make her laugh, and she wanted to, but couldn't quite make herself.

"It...it's my fault." She whispered.

"No." He told her firmly. "No way, kiddo. None of this was…"

"I saw him...at the conference. Talking to the barista." She whispered it, knowing they couldn't prove it. Knowing that they might think she was crazy.

"Penny, look at me." She did once more, not letting go of his hand, her uncle's face burning into her memory. She hadn't had the chance to see him in a hospital bed...he'd been dead before they'd even left the alley. "I don't want you worrying about this. We'll take care of it." He gave her a once-over, probably noticing the outfit. "Did Bruce look you over?"

"No." She shook her head. "I'm fine...I only had a sip." He stared at her, eyes narrowing as if trying to remember something.

"I...I could have sworn…". He started, then shook his head. "You're sure you feel okay?" Penny nodded. He rubbed a hand over his face, glancing over at Pepper. "What time is it?"

"Um...a little after nine." The woman told him.

"Do you want to stay here tonight?" He offered, but Penny shook her head.

"I don't think May would like that. She's expecting me home...I don't want her to worry." Mr. Stark pressed his lips together, looking only a few seconds away from falling asleep, but his hand gripped hers with surprising strength.

"Alright, kiddo. Happy can take you home. Christmas is next week, so no internship." He told her, as if she could have forgotten. "You're sure you're okay?" He asked again, the words escaping as if he'd tried to hold them back. "Seriously, kid. Are you feeling dizzy or sick or…"

"She's fine, Tony." Pepper broke in, reaching out and placing her hand over both of theirs. "It's been hours. She would have been showing signs by now. Now you need to get some rest."

Mr. Stark seemed about to argue, but then he nodded, letting go of Penny's hand and patting it twice, giving her a soft smile. "Alright. I'll let you get home, Pen. If your aunt needs to talk to me, just call. This might get out...we'll try to keep it under wraps but that doesn't always work out, considering the witnesses. No one should be saying anything about you...they should though. It's all thanks to you that I didn't fall flat on my face." He pulled his hand away then, resting it by his side. "Thanks. Really. If you weren't already guaranteed a job here after you graduate, you'd really have one now."

Penny laughed, swallowing hard and wiping her face, glad that the tears had finally, finally stopped. Her face still felt hot and blotchy, and she was sure she looked terrible, but she wiped a hand over her eyes, hoping to wipe away the tears as best as she could. "I'll see you next year?." She asked, standing, and Pepper stood too, placing an arm around her shoulders.

"Sounds good." He told her with a tired chuckle as Pepper led her out of the room.

She turned just as they reached the door, unable to resist. Thoughts of Ben were too close...too fresh. "Merry Christmas, Mr. Stark."

He looked up and smiled then, and his expression reminded her so much of her uncle that it hurt. "Merry Christmas, kiddo."

Happy drove her home after she picked up her backpack from the main living floor, Wanda touching her arm and telling her to call if she needed anything. She didn't see anyone else as Happy led her down to the garage where she climbed into the car, even though she was keeping an eye out for Clint, trying to figure out what she'd done to make him suspect her? Had she been convincing enough when she'd said that she didn't know sign language? He was a spy...one of the best. If he and Natasha figured it out, they would tell Mr. Stark.

And then he'd make her stop. She couldn't stop. Couldn't stop helping people. Couldn't stop being a hero.

Happy kept an eye on her the whole drive back to her house, eyes catching hers in the rearview mirror, and even though he didn't ask if she was okay like everyone else had, she knew that he sat outside her building for a minute or two after she made it inside to her empty apartment. Penny locked the door behind her, then moved to the window to watch him drive away. Once he was gone, she grabbed her mask and pulled it over her head, sitting on the bed and hoping that she wasn't about to make a mistake. "Karen?" She asked, voice soft even though she was alone.

"Hello, Penny. How can I help you?"

"I need you to get me Harry Osborn's phone number."

_**Thank you for reading!**_


	25. Harry Osborn

_**Thank you so much to everyone who has been reading and reviewing, and I'm sorry this one is late!**_

Harry Osborn

It had taken Karen less than five minutes to find Harry Osborn's private cell phone number, which told Penny what an awesome AI Mr. Stark had built for her. She didn't have time to be impressed by that though, as she stood in her bedroom, suit still on, ears open for May. Her aunt wasn't supposed to be home for a few hours, but she had to be careful. She couldn't risk May catching her. Couldn't risk her walking into Penny's room when she was in her suit. Because there was no way May would let her be Spidergirl. No way May would let her run around New York on her own with only a spider suit and a mask. She would be devastated...especially after Ben. How could Penny even think about putting herself in danger after what had happened to him?

Stubbornly pushing every single fear, every worry and doubt and even her own exhaustion back, she focused on the ringing of the phone in her ear. It was just past ten, and usually, she'd be wide awake, but thanks to a strange nap and her healing kicking in to neutralize whatever poison shed ingested, she felt heavy and strange. And watching Mr. Stark, a man who was quickly becoming another father figure, collapse in front of her...well...Penny couldn't think about Ben right now. Couldn't think about how he had looked, lying on the ground in that alley, knees pressed against the concrete. How the light had disappeared from her uncle's eyes...how his blood-covered hand had gone limp in hers.

How she had screamed and sobbed, barely aware of it until the paramedics had come and it had been just like the gala how she had knelt on the ground beside Mr. Stark before someone had pushed her away and...

Mr. Stark was fine and she needed to stop. She needed to pull herself together and focus.

Penny knew that she should have just texted Harry. That's what people her age did, right? They just texted. But she needed to talk to him. She needed to hear his voice and hear him say the words she needed him to say and...sleep. She needed to sleep. But she couldn't, no matter how tired she was. Not yet. Checking her phone where it was ringing in her hand, she realized it was a little after ten...which was her curfew. But she had to take care of this first. Because she was Spidergirl and that's what she did. Spidergirl couldn't obey a curfew...couldn't worry about things like that.

Harry didn't answer, and his voicemail picked up, a generic message playing in her ear. She sighed. "It's Penny. Call me back." She told him, then hung up, resisting the urge to drop down onto her bed. Closing her eyes but staying upright, she tried not to think about Mr. Stark...tried not to think about how it had felt to see him in that hospital bed.

The place she hadn't seen her uncle.

Penny shook her head and squeezed the phone in her hand, waiting for him to call back. Hoping he called back. He had to call back...right? She only had to wait for a few moments, thankfully, and then it was ringing and Harry's name was on her phone screen. Answering before the second ring, she felt her eyes heat up as she struggled to keep her voice even. "Did you know?" She asked immediately, voice cracking, and she had to close her eyes and press her lips together to keep from crying. "That they were poisoned. Did you know?"

"No." He answered, more serious than she'd ever heard him. "I had no idea."

"Can we talk somewhere?" She asked then, lips trembling as she leaned against her desk, not wanting to meet him like this but also needing to talk to him. Needing to figure out whose side he was on once and for all and move forward accordingly. Maybe he would help her. Maybe...maybe she wouldn't have to do this totally alone. It was a dumb thought, one she scolded herself for as soon as she had it. She couldn't let herself rely on him. She was Spidergirl. She was tired and afraid and sad and she just wanted to sleep but first, she had to do this.

"Yeah. Where?" His voice was steady...the kind of voice that suggested that she really could rely on him. Lean on him. But she couldn't. Because he was Norman Osborn's son. And she was Spidergirl. And she couldn't afford to lean on anyone.

She wracked her brain, not sure what to say. She hadn't exactly thought this through, and she wanted to close her eyes and fall onto her bed and just sleep and forget that this had ever happened. Instead, she wiped her hand over her face and took a deep breath. "I don't know." She admitted.

"Is he okay?" Harry asked then, sounding like he really cared. Penny stubbornly didn't let herself hope.

"He just woke up a little while ago. He said he was okay…" She swallowed, sniffing hard and doing her best not to let on how upset she was. She doubted it was working.

"Okay, Penny Parker. Why don't we meet at the McDonalds closest to the tower...I'll send you the address." He suggested, and she wiped another stray tear, telling herself firmly to stop it. That she needed to grow up. She was a superhero. She needed to act like one.

"Okay." Penny murmured, not really up for thinking of a different meeting spot. There were probably better places...but she didn't want him to come to her apartment and there was no way that she was going to wherever he lived. So she told him she'd meet him there, then groaned when her phone battery flashed beneath the cracked screen as soon as she hung up and looked at the text message with the address. She really needed to get a new phone.

It wasn't like May was going to call her, though...she was at work and Penny was supposed to be in bed. Usually, May was too busy at work to take a moment to call her, so, plugging her phone in beside her bed, sure that this wouldn't take more than an hour, she started to put on her suit, then hesitated.

She didn't want to take her backpack. Didn't want to worry about changing out of the suit and into normal clothes in the alley, nor did she want to explain why she had brought her backpack in addition to her purse in the first place.

Stashing the suit in her usual hiding spot, she grabbed a winter coat and pulled it on over the outfit that Wanda had lent her. It was freezing out, and once more, the thought of just climbing into bed sounded a lot better. Shaking that thought off, she grabbed her key and threw it into her purse, then, sparing her phone one last glance, she hurried out her front door, making sure to lock it behind her. Before, when she'd been a regular teenage girl, she never would have dared something like this, even if May had been at work. New York wasn't always safe during the day, much less late at night, and she would have been too afraid to sneak out. But Spidergirl could take care of herself, even if it just meant she would run away from anyone that bothered her.

She took the bus...the last bus. But the subway would still be running, she reasoned, so it would be no issue getting home before May. Her aunt was working until five, and probably wouldn't be home until five-thirty...maybe six. So she was safe on that front. She had money and her purse and her subway card...she ran through these things as she rode the last bus across town, resting her head on the window and ignoring the other passengers. There were an old lady and a little boy dozing on her shoulder, and a boy about her age dressed all in black, his hood up, hair obscuring his eyes, so she didn't feel too worried. The bus driver was a woman, and that helped too. She always felt better with women around, despite the fact that she could take on pretty much anyone.

It was a pretty cool thought.

When she finally reached the stop closest to the McDonalds by the tower, she pulled the cord and headed inside, ordering a coke from the exhausted-looking teenager behind the counter, then took it over to a corner table and sat facing the door, waiting. Thankfully, she didn't have to wait long. Still, she had to fight the urge to drop her head on the table, and wondered what exactly had made her so tired...she felt both bone-deep exhaustion and a kind of manic alertness that, together, just made her nervous. Nervous about being caught. Nervous about someone finding her talking to Harry Osborn...not that she'd ever been told that she wasn't allowed to. Nervous about May catching her somehow, or nervous about Norman Osborn, or maybe just nervous about the fact that her double life was getting harder to maintain.

Harry ducked in through the door after a few minutes, wiping a hand over his face and looking around for just a moment before spotting her. He gave a weak smile and wave, then joined her, glancing at her coke. "You want something to eat?" He asked, voice low despite the fact that no one else was in the dining room, and all of the employees are chatting in the back, paying them no attention. Penny shook her head, then waited as he went to the counter, returning with a coke and a large container of french fries.

"Are you alright?" Harry asked first thing, both of them keeping their voices down despite the fact that none of the employees seemed to care what they were doing. He leaned over the table, their faces close together.

"I'm fine." She told him shortly, trying to figure out how to phrase the question 'are you helping your dad try to kill Mr. Stark?' When he kept staring at her, she continued. "I only had a sip."

"You drank half a glass...almost as much as Stark."

Penny had to fight the instinctual fear, trying not to let it show on her face...she wasn't sure it worked. How had he noticed that? "I barely…"

"I watched you." He whispered, leaning in. "I watched you drink it."

"Did you know it was poisoned?" She asked again, but he shook his head.

"Of course not! I wouldn't have let you…"

"Then why were you watching me?" She snapped, and he looked down for a second, cheeks flushing just a little. For a moment, they were both quiet, and she felt a pang of something. Embarrassment. Regret, maybe...she hadn't meant to embarrass him or snap at him...she just wanted to know the truth. "Why does your dad want to kill Mr. Stark?"

"How do you know it was him?" Harry asked, but his voice was almost sad. Resigned.

"I saw him at the conference. When we met. I saw him talking to a barista and I think...I think he was trying to poison Mr. Stark's coffee." Harry looked at her for a moment, then pressed his lips together, dropping his eyes. "I need to know. For sure." She all but whispered. "I need to know if it was him." Harry stared at her for what felt like a long time. She stared back, meeting his gaze head-on. "Would he?" She finally whispered. He swallowed, never dropping his eyes from hers. He looked torn. Finally, he gave a little shrug.

"He might."

Penny tried not to show how much his admission surprised her. Even if Harry did think his father was capable of something like that, it was still his father. Her next thought stopped her cold. How awful must Norman be to him to make him suspect his father of something like this? Despite her best efforts, though, she thought she must have let some of her surprise show on her face, and for the first time, he seemed to close off, dropping his eyes and taking a long drink of his coke.

She didn't know what to say. Didn't know what else to ask. Didn't know how to admit that she wasn't sure if she could trust him. So she didn't say anything. Just took a drink of her coke, then stole one of his fries. As soon as the somewhat-warm fry touched her lips, she realized that she was hungry. Ravenous. Closing her eyes, she moaned at the taste, then grabbed another, hand moving on auto-pilot. He snorted, pushing the tray over, relaxing a little.

"You sure you don't want anything to eat?"

"I can get it…" She started since she really was starting to feel hungry, but he was already standing. She let him, finally giving in to her desire to rest her head on her crossed arms, closing her eyes for just a moment. She knew that injuries made her tired and that her metabolism demanded rest and food when she was hurt. She supposed that poison worked the same way. She hadn't eaten anything substantial in hours, and her stomach was aching with hunger. So when Harry returned with another tray, this one loaned with fries and chicken nuggets, she could have kissed him.

That thought made her cheeks heat up, and she shoved a chicken nugget into her mouth to try and distract herself. Kissing Harry Osborn was not on the agenda, not at the moment and not ever. He was the son of Mr. Stark's biggest rival. A man who might have tried to kill her mentor! How could she even think…

"So...is he really just your boss?" Harry asked, jerking Penny out of her thoughts.

"What?"

"Tony Stark. Is he just your boss?"

She frowned. "What else would he be?" She asked before shoving five fries in her mouth.

"I just...you guys seem close. Like he's your...I mean...I thought you guys might be related or something."

The statement made her heart clench a little, and she shook her head. "We're not related."

"But he's more than just your boss," Harry told her, sure of himself. "He obviously cares about you a lot. And you look up to him."

"He's Tony Stark." She told him, trying to brush him off. "Everyone looks up to him."

"He kind of acts like your dad." Penny froze at that, heart flipping, stomach clenching, and she put the chicken nugget down. "The way he was all protective when my dad was talking to you...and he obviously has Natasha Romanoff looking after you."

"He's just my boss," Penny whispered, taking another bite to distract herself from what he'd just said, unable to help how sad the statement came out. It was true. She cared about him...maybe even loved him. Wished that he could be her father-figure or uncle-figure...but at the end of the day, he was Tony Stark, and she was lucky to get whatever she got.

Harry grabbed a chicken nugget, and the two ate in silence, Penny checking her watch after a moment. Almost eleven. She still had time.

"He won't tell me anything." Harry murmured once they'd nearly finished the food, apparently ready to move on. "He would never talk to me about something like that. You'd need to bug his office." Penny blinked at him, eyes widening.

"What?" She asked, her voice a hiss. Despite how incredulous she felt, her mind was going a mile a minute. That could work. If they could bug his office, they might hear something. Or maybe she could get a bug on his phone somehow.

"We can try to bug it. But he never lets me in his office unsupervised, and he has cameras in the hallway."

"Is there a window?" He cocked his head and she couldn't help thinking of a Labrador. "In his office." Penny clarified.

"It's on the fifty-third floor," Harry told her, dubious, almost smiling. "Unless you have a really tall ladder…"

"I know someone that could get in." He stared at her, fry held limply between his fingers like a cigarette. "Spidergirl." She clarified. Harry dropped the fry.

"You know Spidergirl?"

Penny nodded. "Yeah. She helped me out once. She'll do it again." He stared, silent for a moment. "Could you get a bug? Something to put in his office?"

"I...yeah. Yeah, I can find something."

"And can you text me the exact location of his office?"

He looked at her for a moment, lips pressed together. And then he nodded. Like he was making a decision. Taking a side. "I think so, yeah. We just have…". He trailed off, eyes dating off to the side, lips clamping shut suddenly. She frowned, then followed his gaze, heart dropping when she found Natasha Romanoff standing just inside the entrance, a cell phone to her ear, face absolutely blank.

"Yeah, it's me. I found her."

_**Thank you for reading! **_


	26. May's Interlude

**_I'm so sorry for the delay! I hope you like the new chapter! :)_**

_May's interlude_

Penny was May's daughter.

May hadn't wanted children, at least not yet, not when Ben's niece had been dropped off at their apartment. Their niece, May has scolded herself silently, smiling at the four-year-old who had bounced happily into their home, Little Mermaid backpack bouncing with her. Penny was her niece too, and she never wanted the little girl to think that May didn't love her just as much as Ben did. It had been strange at first, despite the fact that she had loved Penny. Of course, she had. But it had been strange to take care of a little girl when her only contact with children before had been a short stint as a babysitter when she'd been thirteen. As an adult, though, it had been strange having such a young child in her care.

"Mary and Richard are going on a trip for work...they asked if we could look after Penny while they're gone."

Those had been Ben's first words to her the week before when she'd gotten home from work that night so long ago. "Oh...um…" She'd paused as he'd turned from where he'd been making dinner, giving her a quick, familiar peck, an action that never failed to make her smile. But the smile had slipped a little as he had waited for her answer. "Um...okay." She had finally told him.

His face had softened. "You love Penny."

"Of course I love Penny!" She'd cried, dropping her purse by the door. "I just...how long will she be staying?"

"Richard said it shouldn't be more than a week."

"Oh…I just…"

"Don't worry." He'd told her then, brushing some hair from her face, fingers bumping playfully against her glasses. "She goes to daycare every day. I can take her and pick her up."

"We don't have any toys…"

"Richard said he'd bring her favorites."

"What if…"

"She's four. And we're all they have." He'd murmured, taking her hand. And he'd been right. Mary's father had left when she'd been five or six, and her mom had died a few years ago. Richard and Ben's parents had died when they'd been teenagers. Her own father had died not too long ago, and she hadn't known it at the time, but her mother would die less than three years later. At that moment in her tiny kitchen with Ben, she'd realized that he was right. They were alone. The thought had scared her a little.

Penny's parents had dropped her off on a Sunday night before leaving for their trip. She'd forced herself to smile, especially when the little girl had been looking at her. She'd pulled Penny into her lap, kissing her cheek and asking her about daycare and her very small life that she would soon become responsible for. At times, she had wondered how Richard and Mary could keep working in such a dangerous field when they had a little girl waiting for them to come home.

And then they hadn't. And then, May and Ben had gotten custody of the four-year-old. And then, Ben had been murdered in front of the little girl. And then, and then, and then, Mays' life had been turned upside down. And there had been times when she had been furious and sad and resentful, but she had never, not once, resented that little girl. She had loved her. From the first day she'd laid eyes on the child at the hospital, mere hours after her birth, she had loved her. She had gotten Penny her first teddy bear. Her first princess outfit.

And then she'd become her mother, although Penny had never used the title. She'd taught the girl to read and write. She'd tried to teach her to cook, much to Ben's amusement, and how to apply make-up when she'd been older. She'd taken Penny shopping for her first bra and taught her how to shave and had explained periods to her.

Penny was her daughter.

Not by blood. The girl wasn't even related to her. But she was May's daughter and May loved her more than anything. Anyone.

And so the time had passed and Penny had become her daughter, moment by moment, day by day.

She felt bad, sometimes, about how much she had to work, especially now that Ben was gone. It was necessary to keep them afloat, and tuition to Penny's school wasn't cheap, but it was worth it. She loved her job, had time to get together with her friends a couple of times a month, and Penny was...she was great. Her little girl was growing up, and as painful as it was, it was also amazing to watch her grow into a young woman who could, in so many ways, take care of herself. Her grades were fantastic. Her teachers loved her. And most recently, she'd been offered an internship at Stark Industries, the one place she'd wanted to work for, in Penny's words, 'practically forever.'

So things were good. She was proud of her kid and they were recovering from Ben's death and she felt like she might be getting to a place where she might be able to move on. Maybe. For the moment, Penny was safe at a gala at Stark Industries, and a driver was going to take her home, and there was nothing to worry about.

That is, until she saw the news on a TV in the hospital break room, freezing as she lifted a candy bar to her lips. "Local billionaire superhero Tony Stark poisoned at his own gala." News anchors saying words that seemed to wash over her as she dropped the candy bar back onto the table. And then, on the TV...a shaky cell phone video.

Penny. Penny standing beside Tony Stark and then Tony Stark falling...a paramedic rushing forward...someone shoving Penny back...shoving her. Actually placing a hand against her shoulder and pushing her backward...and then...then Penny had been out of the frame and May had raced to her locker, grabbing her cellphone and dialing Penny's number. She was fine, she told herself. Penny was fine because she was with the Avengers and they wouldn't let anything happen to her. Right? She pressed her phone to her ear, forehead pressed to the locker door.

No answer.

She called three more times, finding it harder and harder to breathe the more times it rang.

No answer.

So she went to her supervisor, phone gripped in her hand.

"The...the gala. With Tony Stark...Penny was there…" She had started, tripping over her own words, and her supervisor sent her home without a moment's hesitation, telling her to call as soon as she found something out.

She drove home as fast as she could, running three red lights and nearly rear-ending a van before screeching into a parking spot out front...possibly in front of a fire hydrant. She wasn't sure.

There were reasons, she told herself as she raced up the steps to their apartment, cursing the fact that the elevator had been broken for a week, reasons that Penny might not be answering her phone. Maybe it had died. The girl was notorious for letting her phone die, especially since she'd apparently dropped it a thousand times, and besides, it was old. Older phones had shorter battery lives. Right? That was a thing. May knew that she should get her a new one. Maybe for her birthday. Or Christmas. Christmas was first. It was the next week. She could get her a new phone for Christmas. She'd already gotten her clothes and a gift card and...and she could get her a new phone too.

Maybe Stark would give her a discount.

May unlocked their front door, throwing it open and pocketing her phone. "Penny!" She called. "Baby?" No answer. That didn't mean anything, May reminded herself. Penny was a heavy sleeper. But as she stepped into Penny's bedroom, the room was empty. She flipped on the lights, not caring if she woke her up at this point.

Her bed was perfectly made. Her phone was on her bedside table, plugged into the wall, window firmly shut. And May felt like the dinner she'd eaten on break was about to make a reappearance. Penny had been at the gala, she told herself, forcing herself to breathe. Not to panic. She couldn't panic. Not yet. Maybe she'd just forgotten her phone at home. Not that Penny usually forgot her phone...the thing was usually glued to her hand.

She could call Pepper Potts. She didn't have the password to Penny's phone, so she couldn't find their numbers that way, but when Penny had first started at the internship, she had given May a thick packet of papers. There had been expectations for the internship, some official paperwork for May to sign, and, most importantly, contact information for Pepper Potts in case of an emergency. It was that packet of papers that May dug through her kitchen drawer to find, each tick of the clock reminding her that, with every passing second, Penny could be...could be...no. No, she wouldn't do this. Wouldn't let herself panic...well, not any more than she already was.

There were three numbers listed on the back page of the packet. A number to reach someone during office hours. A number for after hours. And an emergency number. Pepper Pott's cell phone.

May dialed that one, hands shaking.

The phone only rang twice before Pepper Potts picked up, and May could barely hear her greeting over the pounding of her own heart. Penny's room was empty. Empty. Penny wasn't there but her phone was. Why would her phone be there? Why wasn't Penny at home?

"Miss Potts? Hi...hi, this is May Parker." She stuttered a little, heart racing, eyes heating up as she started to panic. "Um...I'm...sorry to bother you. I'm Penny Parker's aunt."

"Of course. Hi, Mrs. Parker. How can I help you?" Miss Potts asked, voice perfectly calm despite the fact that her...boss or boyfriend or whatever had been poisoned a few hours ago. Penny thought about asking about him...but this was more important. Surely he would be fine. Right? He was Tony Stark.

"I just got home...I mean...after I saw the news I came home. I...I called Penny but she didn't answer so I came right home. And...and I thought Penny would be home by now but...but I guess she forgot her phone and…"

"Mrs. Parker...is Penny not at home?" The other woman cut her off. Miss Potts's voice had turned serious...almost tense, and May pressed a hand to her mouth, forcing her voice to stay level. It barely worked.

"No. No, she isn't. She left her phone by her bed and she isn't here." She snapped. Penny wasn't there. She wasn't in her apartment. Her daughter wasn't there and it was past ten o'clock and Penny knew that she had to be home by ten unless it was something like this gala but her phone was in her room!

"My driver took her home an hour ago… he assured me that she made it inside." Pepper told her softly, apparently working hard to keep her own voice level. "If you'll give me just a moment, I'll call him and confirm."

"Okay," May whispered, placing her own cell phone on the kitchen table. She wanted to scream. Wanted to throw her phone across the room and get into her car and go around the neighborhood screaming for her little girl. "Please." She whispered, closing her eyes and pressing her palms together. Prayer wasn't something she did on a regular basis. Not anymore. Not after Ben. She'd taken Penny to church off and on when she'd been little, and Penny had liked it just fine...but May had found more and more than she just wanted to sleep on Sundays...on her one consistent day off. Her grandparents, immigrants from Italy and devout Catholics, had made sure that she had gone to church for the majority of her life. Now, though, she closed her eyes, and, forgetting every prayer she'd ever learned, she just begged. "Please, God, please...let her be okay. Please...please don't let anyone hurt my little girl…" Her voice broke then, and she pressed a hand to her mouth, trying to fight back the sobs.

Pepper Potts was going to call her back.

The phone rang after only a few minutes. "Mrs. Parker? I just spoke to Happy Hogan, my driver, and he said that he brought Penny home and that he watched her go inside the building." May closed her eyes, not knowing what to say. Not knowing what the next step was. "Mrs. Parker, I…"

"May." She interrupted.

"Of course. May. I'm going to send Clint and Natasha out to look for her, okay? Just give them two hours, and if they can't find her, we'll call the police, okay? Did you say that she left her phone?"

"Yeah…" May nodded, despite the fact that Pepper couldn't see her. "She did."

"Okay. Natasha is going to come and get it and see if she can find anything."

May sat down on her sofa and focused on taking deep breaths. Before long, Natasha Romanoff and Clint Barton, who were both spies and who worked for the same people that Richard and Mary had worked for, came into her apartment and took the phone she handed them. Clint placed a hand on her shoulder before he left.

"We're going to find her. We're spies...it's what we do."

May didn't cry until they were gone. And then...and then...her life had been changed by one 'and then' after another and she was all alone. Her parents were gone and her sister and brother-in-law were gone. Her husband was gone. And all she had was her little girl and now...and then…

What if this was another 'and then'? What if her story ended with 'and then one day May came home and Penny never did'? What if this was it?

It was almost eleven when her phone rang, and she practically dove for it. "May?" Pepper asked, sounding somewhat breathless. "She's fine. Penny is fine. Natasha found her. She's bringing her home right now. She was at a McDonalds with Harry Osborn...he was at the gala and the two of them apparently decided to meet."

And then, May was furious.

She waited on the sidewalk for Natasha Romanoff to bring her kid home. Her kid, who was about to be so ridiculously grounded. May didn't care that it was almost Christmas. Didn't care that she had just been planning on buying her a new phone.

How could she have done something like this?

Okay...so she'd snuck out. And she knew that her anger would be replaced by relief soon enough, but when she saw the car pull up to the curb, all she could feel was the anger. Penny climbed out of the passenger seat, head down, eyes downcast, and May couldn't help it. Couldn't help the rush of frustration and terror and incredulous anger. How could Penny have done something like this? She'd trusted her! She'd been so sure that her kid would never do something like this.

Had she just been stupid?

"What the fuck?" She asked, enunciating every word, trying to ignore how Penny flinched a little. She just wanted to hold her daughter...but Penny had to know that this wasn't okay! That May had been terrified!

"May…". The girl started, but she cut her off.

"No. No, you don't...you don't get to try and explain this. Not now. You...you snuck out? In the middle of the night! This is New York City, Penny! How...how could you do something like this!"

"I...I was fine, May."

And then May was really angry. Because the girl was looking at her like she was being unreasonable. As if coming home to find her daughter missing in the middle of the night was even remotely okay. Her arms shot out before she thought about what she was doing, hands gripping Penny's upper arms. Not hard. She would never dream of hurting her kid. But firmly enough to get her attention.

"How the hell was I supposed to know that?" She cried, hating how angry she sounded. But she was angry. Angry and so afraid. "I saw what happened on TV and then...then you don't answer your phone and I race home! I left in the middle of my shift! And you weren't even here! Your phone was by the bed and I called Pepper and she said that her driver had dropped you off at home over an hour ago! How could you do something like this? After Ben..."

Penny dropped her head, closing her eyes, and May's heart seemed to stop. She was crying...full-on crying. Penny was crying while May half-screamed at her on the sidewalk in the middle of the night...in front of Natasha Romanoff. The spy who worked for the same organization that had gotten her brother and sister-in-law killed.

That had left Penny an orphan.

And then, she had become May's daughter.

She didn't know much about Natasha Romanoff, other than what she'd heard on the news. Plus, she'd apparently been keeping an eye on Penny. But this was a family matter, best settled inside their apartment.

The other woman's eyes were on her. On her hands. On her hands that were gripping Penny's arms, an unreadable look on her face.

She forced herself to let go, put a hand on the child's shoulder instead. Penny hadn't looked up. Hadn't stopped crying. "Thank you for bringing her home. We'd better get inside." She told Natasha, trying for a polite tone. It came out cold. But there was nothing she could do about that as she led Penny inside.

_**Thank you for reading! **_


	27. Trust

_**A huge thank you to everyone who has been reading and reviewing! I hope you like the new chapter!**_

_Trust_

Penny sat on the sofa, hands clasped in her lap, biting her lip in a desperate attempt to stop crying. It was bad enough that she'd broken down in front of Natasha. Bad enough that she'd started sobbing out on the sidewalk and hadn't been able to stop while her aunt had yelled at her. May had marched her away before she'd been able to tell Natasha goodbye or thanks or even Merry Christmas, and the entire trip from there had been silent. The march through the lobby, every flight of stairs, and the inevitable ending of the trip which had been the living room sofa, to which May had pointed. Silent. Furious and scared and hurt.

She'd messed up.

She'd messed up big time.

Penny had stood immediately when Natasha had spoken into her cell phone, feeling the blood drain from her face. Beside her, Harry had jumped to his feet, looking between Penny and the advancing woman, his face just short of afraid. Natasha had stopped in front of her, looking blankly between her and Harry, and Penny had fought to keep her eyes on Natasha.

"This is my fault." Harry had blurted, and then all eyes had been on him, Natasha's gaze more intense than Penny's. "I'm sorry...I asked her to meet me." Penny had done her best to hide her surprise, fighting to keep her jaw from dropping. I just wanted to talk to her and make sure everything was okay, so I asked if she could meet me here. I said I'd take her home...I didn't think her aunt would find out."

It had been kind of a flimsy story, but Natasha hadn't paid him much mind. Instead, she'd turned to Penny once more. "Your aunt has been looking for you. She called Pepper to ask if you were still at the tower."

Penny had dropped her head and closed her eyes, shoulders slumping. She'd been caught. She'd been so sure...so sure that she would get away with it. May shouldn't have even been home yet! Why had she been home? But May hadn't dared ask. Instead, she'd nodded when Natasha had informed her that she was going to take her home.

Harry had looked between them once more, lips pressed tightly together, obviously worried that she was going to get in trouble...which she was. Still, she hadn't wanted him to know that, so she'd just given him a weak smile. "Talk to you later?" She'd asked, and he'd given a quick nod, handing her the coke she'd been drinking.

"Night, Penny Parker." He'd murmured, smiling almost bashfully, and she'd returned the smile, grabbing her purse and following Natasha out the door, all good feelings disappearing as soon as she'd left the restaurant.

"I'm sorry…" She'd started, climbing into the passenger seat of the car. Natasha had thrown her an indecipherable look before taking her spot behind the wheel of the black car. "I didn't know that May would be home so soon...and I didn't know she'd call you guys."

"She was worried. So were Pepper and Tony."

"She told Mr. Stark!" Penny had cried, and Natasha's lip had twitched.

"Pepper was in the room with him when she answered the phone. Apparently that woke him up."

Penny had sighed, dropping her head into her hands, and Natasha had rested a gentle hand on her shoulder, the contact surprising her a little.

"No one is angry with you...well, none of us. We were just worried...just wanted to make sure you were safe."

"Did May...did she seem mad?" Penny had whispered, glancing fearfully over at Natasha. May already had so much to deal with. She hadn't wanted to freak her out even more. Hadn't wanted to add to the pile of things her aunt already had to worry about. She knew that May was stressed...stressed about money and stressed about the apartment staying nice and clean and stressed about the fact that she'd just lost her husband and was now the sole guardian for a teenager. Penny couldn't bear the thought that she was making things harder for her.

And yet, here she was, making things harder.

The woman had pressed her lips together. "She seemed worried."

May had been more than worried. She had been...distraught. Furious. And Natasha had seen her aunt yell at her, a thought that made Penny's cheeks flush what she was sure was a bright red. Natasha Romanoff had just seen Penny get scolded like a little kid. How would anyone ever take her seriously now?

Penny was exhausted and she just wanted to lie down...but May had pointed at the sofa and so she had sat down. Clasped her hands in her lap and closed her eyes. Waited. Waited for more yelling. Waited for May to scream at her and call her selfish and tell her how much trouble she was in.

She hadn't expected the sob. Hadn't expected her aunt to sit down beside, dropping her head into her hands and crying softly into them. "May…" She started reaching out a hand, but May just shook her head, holding up a hand.

"I cannot believe you."

"May, I'm…"

"I cannot believe you would do this. I...do you do this all the time? Do you sneak out every night when I'm at work?"

"What? No! Of course not!"

"And how exactly am I supposed to believe that?"

"May, I don't," Penny whispered, hating herself for the lie and hating that she was so good at lying. "I don't sneak out. It was just after what happened at the gala and Harry…"

"I don't want to hear it!" May snapped, jumping to her feet. "I...I do not have time for this right now. I have to go back to work and finish my shift. But how the hell am I supposed to do that when I can't even trust that you won't run off?"

"I won't," Penny promised through tears that continued to drop down her cheeks, meaning it. "I won't, May. I won't leave. I never...I didn't mean to…"

May took a deep shuddering breath, throwing her head back and wiping her face. "I have to go. Heaven knows we can't afford for me to miss a shift."

"May…" Penny tried again, but the woman just shook her head.

"I can't...I can't do this right now. I just...I need you to stay here. In this apartment. Can I trust you to do that?" Penny nodded, eyes downcast. "We'll talk tomorrow." Her aunt's voice had softened a little, and she reached over, touching Penny's shoulder. "I love you."

"I love you too, May." She whispered, and May touched her cheek, a thumb brushing a tear from under her eye. "I'm sorry."

"I know. I know...baby...I just...you...you can't do stuff like this." Pulling her hand back, May hurried back over to the kitchen table, grabbing her purse. "Go to bed. I'll see you in the morning."

Penny dropped her head into her hands once more, the sob escaping before she could stop it, the exhaustion hitting her hard.

She'd failed. Failed to protect Mr. Stark and failed May...now May thought she couldn't trust her. Which she couldn't. No one could. No one could trust her because she kept messing everything up and she wasn't really a superhero. Wasn't anything.

Penny's phone buzzed on the table where May had placed it, and she stared at it through tear-filled eyes before picking it up, sniffing and wiping her face hastily. Grabbing the phone, cleared her throat and did her best to sound normal. "Hello?"

"Penny? This is Pepper. Pepper Potts. Are you alright?"

"Oh...hi, Miss Potts." She turned her face away from the phone, sniffing and taking a shuddering breath, doing her best not to start crying again. "I'm...I'm so sorry…"

She wanted to say that she was sorry to bother her. Sorry that May had called her and sorry that she'd messed up over and over again and sorry that she had been so stupid. But she suddenly couldn't get the words out. She'd hurt her aunt. She'd hurt the woman who had been like a mother to her and who had taken her in even though she wasn't her kid. They weren't even related.

What if May didn't want her anymore?

It was a thought from her childhood...an old fear. A fear that had taken root when she'd first come to live with her aunt and uncle after her parents had died. At night, she would sometimes have nightmares where the lady who had come to speak to her aunt and uncle after her parents had died would come back, and that, this time, they would tell her that they didn't want to keep Penny. That they couldn't do it. That she was too loud or too messy or just too...too something, and that they didn't want to do this.

Those dreams would end with her being put into a car and driven away with strangers. Sometimes put into a dark house all by herself where monsters waited in the closets and under the beds...monsters that would leap out and get her, and she didn't know what they would do but she had known that it would be bad. That it would be the worst thing that could ever happen.

The night her uncle had died, she'd had the same dream. The same silly dream from her childhood, and she'd woken up sobbing, burying her face in her pillow, scolding herself for such a silly fear. But really, it hadn't been so silly. May wasn't her mother. Wasn't related to her at all. Had no obligation to keep her. Not really.

"Penny? Are you alright?" Pepper interrupted her thoughts, and Penny did her best to stop. To stop crying and to calm herself down. She was on the phone with her boss! And she was crying! The crushing weight of failure only got heavier.

"I'm fine." She whispered. "I'm so sorry she called you."

"You don't have to apologize. We were all worried, but I'm glad that you're okay."

Penny nodded, even though the woman couldn't see her. "Is, um...is Mr. Stark okay?"

"He's okay," Pepper promised. "He was worried about you, but I told him that Natasha found you and he finally went back to sleep. Bruce said he's going to be fine. There was a pause, and then Pepper went on. "I'll let you get some sleep too. Call me if you need anything, okay?"

"Thank you, Ms. Potts."

"Of course. Goodnight, Penny."

"Night, Ms. Potts."

Penny carried her phone to her bedroom, placing it on the bedside table, then, after changing into pajamas, she crashed face first in her pillow, tears filling her eyes right before she fell asleep, and when she did sleep, she dreamed of a woman leading her away. Of being put into a car and driven to a dark house where the monsters of her childhood hid.

And she just knew that they were going to get her.

Penny woke the next morning with tear-stained cheeks and red eyes. Groaning, she scolded herself for having such silly dreams and wiped her eyes, forcing herself to sit up and stretch instead of burying herself back into her covers.

Could she tell May?

The thought came to her in a flash, and she dismissed it just as quickly. No way. Because if May knew, she would never let her keep doing this. She would never let her continue being a superhero, and she might make her stop the internship and lock her in the apartment and never let her out of her sight again. May had already lost so much. Most of her family here in the states. Her brother-in-law and sister-in-law. Any freedom she'd had thanks to Penny. Her husband.

Penny couldn't bear the thought of making her aunt lose even one more thing. But she also couldn't bear the thought of stopping. Couldn't let the people of Queens and Mr. Stark down. He'd made her a new suit and had believed in her and...how could she just give it all up?

How could she give up Spidergirl?

Penny slipped into the kitchen in her pajamas and socks at nearly ten thirty, wishing she'd grabbed her robe. The heat wasn't turned up very high, mostly because May was trying to save money, and Penny shivered a little as she pulled the box of waffles out of the freezer. Figuring it couldn't hurt to make May a nice breakfast, she grabbed the carton of eggs too and began making fried eggs to go with the waffles. They didn't have any bacon, or she would have grabbed some of that too. She'd make it up to May with breakfast, despite the fact that she knew that this wouldn't be enough. The only thing that would be enough would be the truth.

And Penny couldn't offer her that.

Outside, she could see the snow drifting lazily from the sky. It looked like they would have a white Christmas...and a cold one. And Penny wondered if her aunt would still be upset with her by then. It was only her second Christmas without her uncle, and she didn't even want to think about going through a holiday while fighting with her aunt. The last relative she had left...the woman who wasn't even related to her. That last thought had to be shoved away. Of course, May was her relative. The woman had raised, her she told herself. She had been there from the time Penny had been born and then even more so when she'd become a de facto mother.

But Penny always felt like her place with May was just a little shakier. Just a little less stable.

She set the table and was fixing her aunt a plate when the woman came into the room, yawning and brushing her wild hair out of her face, her glasses askew on her nose. "I thought I smelled breakfast." She greeted, pouring a cup of coffee from the pot that Penny had made her.

"Morning, May." Penny murmured, eyes downcast, not sure what kind of mood she would be in. How she should act. May took the plate that she gave her and then waited for Penny to sit down across from her, both of them avoiding looking at the spot beside them...the place where Ben had always sat.

Penny had only taken a few bites when May spoke. "I have to be able to trust you." She dropped her fork, looking up at her aunt who hadn't yet touched her own food. "I...I have to, Penny. I can't be here all the time and...and there's only one of me."

"I know," Penny whispered, hating herself. Hating her need to save people while going behind her aunt's back. Hating the fact that she still questioned how much her aunt loved her. "And you can." She lied, hating every word.

"You can not sneak out of the apartment at night. You just...you can't, Penny. It's not like I don't let you go out! You certainly aren't locked up here! But you have a curfew to keep you safe. I need to know that you're safe." Penny nodded, fighting to stop the tears that threatened to fall, her lip starting to wobble. She didn't trust herself to talk. "If you go out, you have to tell me first. Keep your phone on you. Stick to your curfew. This city can be dangerous and if I lost you…" May stumbled over her words for the first time, shaking her head and holding out a hand that Penny took, squeezing firmly, their arms outstretched, hands gripping one another's across the table. "I don't know what I'd do, Penny. I don't know how I'd live."

Penny nodded again, a tear finally spilling, and she brushed it away impatiently. "I'm sorry. I never meant to worry you. I promise. I just...I was tired and my phone was dead and...and after what happened with Mr. Stark…"

May gave her hand a quick squeeze. "I know. I know it must have been scary. Which is why I'm only grounding you for the weekend and not until school gets back in."

She felt her eyes widen, a 'seriously' about to drop from her lips. May went on.

"That means no TV. No internet. No video games. No laptop."

"But what am I supposed to do all weekend?" Penny asked, trying hard to keep the whine from her voice. May's lips turned up into a sweet, somewhat pleased smile.

"Oh, sweetie. I'm so glad you asked."

May, it turned out, had plans for herself that day that involved getting together with some old friends for a day full of shopping, lunch, possibly drinks, and a movie. Penny, on the other hand, had a list.

A list that was an entire page long. Handwritten. A list of chores with little boxes next to each one for Penny to do. She was allowed to listen to music or podcasts while completing them, or, May allowed, talk to Ned on the phone, so long as the chores got done, which was a small mercy. The list was...comprehensive, and included everything from cleaning the windows to dusting every surface to removing every DVD and book from the shelves and cleaning them. Also laundry. Dishes. The bathroom. All of it.

"By the time I get back, this place will be sparkling," May told her with a kiss to the cheek as she set off to get herself ready. Figuring that she'd better get started, Penny went to her own room to change into sweatpants and a t-shirt, dropping her phone into her pocket and grabbing her old headphones.

Penny stationed herself at the sink, deciding to start with cleaning up after breakfast, and pretty soon, her aunt emerged from her own room, placing her hands on Penny's shoulders and turning her around. "I love you. You know that, right?" Penny nodded, eyes downcast. "I don't want you to ever doubt that, Penny. I love you so much. No matter what." WIth that, she squeezed the girl, pulling her into a hug, and Penny gripped her as tight as she dared.

"I love you too, May."

"It's just you and me now, baby." She whispered, switching to Italian as she often did mid-conversation. "We're all each other has." Penny nodded against her shoulder, and then May was pulling away, tucking some of Penny's hair behind her ear and smiling. "Okay, I'm going to call during the day to check in." She told her, switching to English once more. "You should be able to finish everything up today. If you do, you can read to your heart's content. But no leaving the apartment. Capiche?"

"Capisco, May."

"Good. Love you."

"Love you."

And with that, May was gone, and Penny was alone with the apartment she had been tasked with cleaning. Turning on her music, she decided to get to it.

Penny couldn't say that she was surprised when Harry called. She was in the middle of pulling the refrigerator out and dusting behind it when her phone rang, and she checked to see if it was May before answering. "Hello?" She asked, somewhat hesitant as she grabbed a rag.

"Penny?"

"Yeah."

"It's Harry. Osborn." She had to smile a little at that.

"Hi, Harry." She made sure to keep her mouth closer to the microphone in her headphones, kneeling on the floor and starting on the dust bunnies that had been breeding behind the fridge.

"What are you up to?" He wondered.

"Manual labor." There was a pause and she snorted. "I'm grounded."

"I'm sorry."

"Not your fault." She told him casually. As punishments go, this wasn't the worst thing in the world. Not that she was having a great time, but still...she'd take this over May finding out that she was Spidrgirl anytime.

"So...do you, uh...do you want to meet sometime and talk more about...you know...that stuff we were talking about?"

"You do know what grounded means, right?" She asked with a wry smile.

"I've never actually done it, but I've seen TV shows." Penny rolled her eyes and couldn't help but laugh. "After you're ungrounded?"

She nodded. "Okay." Penny agreed. "Maybe next week before school gets back in?"

"Sounds good." He agreed. "So...what happens when one is grounded?"

"In my case, one gets a full notebook paper full of chores to do while one's aunt goes out with her friends."

"Ouch."

"Could be worse. At least I got to keep my phone...although that might have been because she was worried I'd run off." Penny couldn't help the hint of bitterness in her voice as she sat up and climbed to her feet, shaking the rag out over the trash can.

"I'm sure she knows you won't. Last night was...weird. Extenuating circumstances."

"Yeah." She muttered.

"So...it's, uh...just you and your aunt?"

"Yep." She swallowed. "My uncle died just a little over a year ago."

"Oh...I'm...I'm sorry." He told her and sounded it.

"It's okay."

"Have you always lived with them?" He asked, voice gentler this time, and she pushed the fridge back into place, looking around the kitchen to make sure she'd done everything on the list in there before grabbing the mop bucket and filling it full of hot water.

"Since I was little. My parents died in a plane crash, so I came to live with them." He was quiet, and she leaned her head against the mop handle for a second before dunking it into the water and getting started on the floor.

"That, uh...that really sucks."

"Yeah." She agreed. "What about you? Any big plans for Christmas?" She wondered, hoping to change the subject.

"Uh, not really. My dad's not big on the holidays, but my mom usually has the staff put up a tree. What about you?"

"I am the staff." She told him simply, and he barked out a laugh.

"I mean fort Christmas!"

"We put up a tree. Mass on Christmas eve. Presents on Christmas morning. I'll help her make dinner since May can't cook." She told him with a shrug, running the mop over the floor, making sure to scrub the linoleum.

He started to say something else, but her phone beeped and she pulled it out of her pocket to see May's name. "Hey, my aunt's calling. I'd better go."

"Alright. Talk to you soon, Penny Parker."

"Bye, Harry." She told him with an eye-roll, unable to help the little pleased flush on her cheeks as she hit accept on her phone to take her aunt's call. "Hey, May."

"Hi, baby. How are you?"

"I'm good. Just mopping the floor."

"Good girl."

It took Penny the rest of the day to finish her chores, checking them off one by one. Ned called while she was cleaning the bathroom, demanding to know if she was okay and asking about Mr. Stark, and she told him everything, from getting ready for the gala to the moment Mr. Stark had collapsed, then her experience with Wanda and the ride home and finally, sneaking out to meet Harry.

"Do you trust him?" Ned asked in a hushed voice as if they were being monitored.

"Harry? I don't know." She admitted. "I think so. I mean...he really seems to want to help and he wanted to know if I was okay." She shrugged, her knees digging into the tile floor as she scrubbed the bathtub.

"But...do you think he'll help you bug his dad's office? Really?"

Penny sighed, resting her cheek on the cold ledge of the tub. "Well, there's only one way to find out." With that, they switched their conversation back to Christmas and the upcoming Star Wars movie and whatever else came to mind, his voice keeping her company as she made her way through the list of chores room by room.

Because if cleaning the apartment room by room was what it took to gain her aunt's trust back, then she'd do it. Gladly._**Thank you for reading! **_


	28. Christmas Presents

Christmas Presents

Christmas day came, and to Penny's surprise, May did not return every gift she'd gotten her. The two woke early as they always dis, shared a mug of hot chocolate and wrapping blankets around their shoulders as Penny divvied up the presents. Her aunt sat in her chair, cuddled in her blanket, taking a swig of her hot chocolate and smiling at the growing pile of presents at her feet. "Penny…" May started to scold, but Penny just pulled placed another present onto her aunt's pile. She'd saved her allowance and whatever other money she could scrape together to get her aunt more presents than she ever had before, possibly because she was trying to make up for the fact that Ben wasn't there to get her any presents, or possibly because of the guilt that sat on her chest like a physical weight.

The presents were all small. A new coffee mug filled with chocolates. A sweater. Thick, cozy socks. New earrings. A novel. A gift card for her favorite coffee shop. But she'd wrapped them all individually so that May could have as many things to open as possible. It was what Ben had always done for her...he'd buy her three t-shirts and wrap them all in different boxes. One year, he'd bought her a whole pack of fuzzy socks and packed them in six different bags, something that had made her laugh and roll her eyes at the time, but that made her want to cry now.

From May, Penny received some new clothes and shoes, which she could always use. A scarf that she immediately wrapped around herself. A gift card. And, the big surprise, a new phone, plus a case.

"May...you didn't have to…"

"Your old one barely stayed charged for a few hours at a time, and the screen was a mess. Just...be careful with this one?"

"I will! I promise!" Penny cried, opening the package and pulling out her new Stark Phone. "Thank you!" She stood, throwing her arms around May who held her close, pressing her lips to Penny's hair. "I love you." Penny whispered, and May squeezed her a little more tightly.

"I love you too, baby. So much. No matter what. Don't ever forget that."

Her head pressed to the side of May's, Penny wanted to tell her. She wanted to tell May what she had been doing. Wanted to tell her the truth. But she would never forgive her. Penny couldn't imagine saying the words out loud. Couldn't imagine actually forming those words and trying to explain. Her aunt had just forgiven her for sneaking out...and she'd been so angry. Penny couldn't imagine how angry she would be if she knew that Penny had been lying to her for so long.

After they cleaned up, Penny drank more of her hot chocolate and the two of them began putting their new things away. That night for dinner, Penny would help her make the turkey that had been set out, and mashed potatoes and green bean casserole, just like before...just like when Ben had been alive. It was one of many traditions they kept alive...one of the ways that they remembered her uncle, even when Penny thought that she just wanted to stop remembering so much...stop remembering that night.

The fight. The blood. The gunshot.

It was a thought Penny did her best to shove away.

After everything was cleaned up, May let Penny go to Ned's because it was Christmas and she was, as Penny proclaimed over and over, the best, most forgiving aunt in the world. That made May laugh, and she kissed Penny's cheek, telling her to be back before dinner. Penny raced out the door, throwing her bag over her shoulder, Ned's gift in her bag. She raced down the stairs, then jumped off the front steps of the apartment, looked both ways, then sprinted across the street. The air was fresh and beautiful and despite the fact that it was cold and there were tiny snowflakes drifting down to the street, it was amazing to be outside again.

She was free. Well, briefly. She wasn't sure how much her aunt had actually forgiven her, or if she was maybe off the hook...either way, she had plans to call Harry as soon as she was officially ungrounded. Ned was helping her with the recording devices, and she was pretty sure her new spider suit had a little drone that would do some spying for her. She figured that she could go after school, and if Harry could distract his father, she would sneak in, put in some recording devices, and then sneak back out. Harry wouldn't have to know who she was.

It was going to work.

Her new phone vibrated in her purse as she made her way down the street, happy to walk now that she was free of her apartment and the endless list of chores May had left for her. On the bright side, their apartment was spotless. She grabbed her phone, sure it was Ned calling to ask how much longer she would be, or to ask her some random Spidergirl question. She glanced at the screen, then froze mid-step on the strangely silent sidewalk. New York was almost never this quiet, and although it was kind of nice, it was also kind of unnerving. But it wasn't Ned.

It was Mr. Stark.

She stared at the screen for a moment, wondering for the hundredth time how the man had gotten his name to show up on her phone when she hadn't had his contact number saved (although she was going to save it on her new phone). Maybe if you were rich enough, you could just...do that? Shaking her head and resuming her walk toward Ned's apartment, she answered the phone. "Hello?" She asked, wondering if she should say something like 'Penny Parker speaking' or something professional, but before she could think of something, he cut in.

"Hey, kid. How's it going?"

"Um...it...it's fine, Mr. Stark. Are you...um...Merry Christmas."

"Merry Christmas, Penny. I wanted to call and check in after what happened."

"Oh." She muttered, closing her eyes for a moment and sighing. "Right. Um...I'm sorry May called you."

"Don't be, kid. Is everything alright?"

"Yeah. Um...it was a...misunderstanding. I...I went to talk to Harry Osborn...after what happened. I didn't know my aunt would come home or look for me and…" She trailed off, cheeks flushed.

"Natasha said she was pretty upset."

"Yeah." She muttered. "Um, anyway, are you okay? Did they figure out who did it?"

"We're working on it. We'll have extra security from now on, and we'll be double checking any vendors. You didn't experience any side-effects, did you?"

"No." She assured him. "I guess I didn't drink enough."

He hummed. "Good to hear. I'm sorry that happened...if you aunt needs to speak to me or Pepper about the internship, she has our contact information."

"I'll let her know."

"Alright, kid. I just wanted to make sure everything was alright. I'll let you get back to your Christmas celebrating. I'll see you next week?"

"See you next week. Merry Christmas, Mr. Stark." She told him as she reached Ned's building.

"Merry Christmas, kiddo."

Ned was waiting for her by the door, practically jumping up and down with excitement when she arrived, throwing his arms around her. "Merry Christmas!" He all but shouted, squeezing her tight, and she laughed, squeezing him back.

"Merry Christmas!" She told him with a grin.

Before she could say anything else, he was dragging her to his bedroom, her waving to his parents still in their pajamas as they passed. "Okay, you have to tell me everything."

"I told you everything on the phone!" She whispered, not wanting anyone to overhear.

"Yeah, but I want to hear it in person!"

Christmas passed, and Penny was free once more. Since May went to work during the day, Penny went patrolling, making triple sure her phone was on her at all times. She spent a lot of that time by the college campus, wanting to keep up the illusion that Spidergirl was a college student. She chatted with Ned while she patrolled, and he obviously enjoyed being her Guy In The Chair, the two of them talking as she swung around and he watched on his computer. She also made sure to answer May's texts, telling the woman she was with Ned (kind of true) or at the library (she was in the area). Just when she was starting to think that Mr. Stark hadn't contacted Spidergirl for a while, he found her.

She was right in the middle of busting a drug deal, webbing one of the guys to the wall and dodging a crowbar coming her way when she heard the familiar sound, getting distracted just long enough to take a crowbar to the side. She sighed, grabbing it out of the man's hand and throwing it against the wall hard enough to break it in half, then webbed him to the ground, signing 'rude' as she turned to face Mr. Stark.

Ned, who had finally learned to be quiet while she was fighting bad guys, gave a little scream in her ear when she turned to see Mr. Stark standing there in his armor, faceplate up.

Tapping quickly in morse code, she had Karen tell him to hush.

"Nice." Mr. Stark signed, smiling. "You're really lowering the crime rate around here, kid. Good job." Penny had to admit, she was surprised. His signing was...almost flawless. She was glad that he was speaking out loud too, but made sure to sign carefully.

"Thanks, Mr. Stark. It's thanks to your suit."

"I don't think so, kid. This is all you. I just gave you a nicer outfit."

She smiled behind the mask, shrugging a little.

"Your AI already call the police?" She nodded. "Alright. Wanna meet on the roof."

"Sure."

Shooting a web, she pulled herself up as he flew to the roof of the closest building, which she thought might be a bank or something. Regardless, she landed on the ledge and climbed over, and he hovered above the middle for a moment before dropping down, the suit opening in the front as he stepped out. "You alright?" He asked, gesturing to her side when he'd finished signing.

She nodded, despite the fact that it would probably be a nasty bruise. "Fine. I heal fast." She assured him.

"I wanted to check in. See how you were doing." He crossed his arms, looking her up and down. "How's the suit treating you?"

"It's perfect." She told him, her movements more enthusiastic to show how much she meant it. "It's amazing. I love it."

"Good. Always happy to have a happy customer." She smiled. "So I've got a few upgrade ideas. Not everyone knows sign language, and there's aren't that many people who can pick it up as fast as I can…" Penny giggled a little. "So this update here…" He held up a flash drive, tossing it to Penny who snatched it out of the air. "Should make it so that Karen will translate spoken words in text...it might take a bit of tweaking and there might be a lot at first...but Karen will learn as you use it, and it should only take a few days for it to fine tune itself."

Penny stared at the drive in her hand, then looked back up at him. "I…" She took a deep breath. "Thank you. So much. Thank you. You...you didn't have to…"

He waved her away, smiling. "Don't worry about it kid. You know, I get the whole secret identity thing, but if you ever want to stop by the tower, your secret would be safe with me."

"Um...okay. Maybe." She told him, feeling herself getting stiffer...ready to run. He didn't make a move toward her, though. Just nodded.

"Anytime, kid. That's an open invitation. Just, uh...knock on a window or something. Or have Karen tell my AI Friday to let you in."

Penny nodded, thanking him and gripping the flash drive. She hadn't known that he'd been working on updates for her suit, and she couldn't wait to take a look at the code. At her internship, she'd been working on coding her own AI for use with the newest Stark Phone model, and although it was slow going, she had been studying Karen's code to try and learn as much as she could. Mr. Stark was an excellent teacher as well, and she felt like she was learning more at her once a week internship than she was in the rest of her school classes combined.

"Alright, kid. I'll let you get back to it. See you around. If you have any problems with the update, have Karen call me." She nodded, signing 'thank you' again, and he waved her off once more. "Don't worry about it, kid. Really. You're doing good work out here. Cleaning up the streets. Clint told me about the gang violence you mentioned ...more so than usual?"

Penny nodded.

"Keep up the good work, Spidey. And let me know if you need any help." He waved a hand, then he was climbing back in his suit, leaving penny to deal with Ned who was squealing in her ear that that was Tony Stark and that Tony Stark had just had a conversation with her that he'd been present for.


	29. Organized Crime

**Thank you so much to everyone who has been reading and reviewing! I hope you enjoy the new chapter! **

_Organized Crim__e_

Apparently being the son of a really rich guy meant you were busy throughout the holiday season, so while he was happy to respond to texts, Harry Osborn was unable to meet up with her before school was back in session. Penny filled the time patrolling and looking through the code for her suit's update, hoping to use it on the phone she was working on during her internship...of course, she'd need to think of a plausible way to explain herself if Mr. Stark asked how she'd figured out how to do that, but she was working on it. The rise in violence continued on the streets, despite her best efforts to patrol as often as she could get away with, which was pretty much every day that her aunt went to work.

She didn't dare sneak out at night anymore though, so she only had until 5 pm, and then she had to make sure to get home before her aunt. She also made sure to have dinner waiting, hoping to soften her aunt a little. It seemed to be working.

According to the news, though, Captain America and Hawkeye had been patrolling closer to Queens, and that seemed to be helping. She was glad...glad that the Avengers were on the ground, helping her out and keeping her city safe. Of course, she did wish that she could be out there with them...but it wasn't possible. What if they figured out who she was? It was bad enough that Hawkeye seemed to have his suspicions. The less time she spent around the Avengers as Spidergirl, the safer her secret identity was.

Things between her and May seemed to be getting better every day...her aunt didn't suspect that she swung around the city as a vigilante and stopped various petty crimes. She also seemed to have forgiven her for sneaking out, but she did call Penny a lot more than before, checking up on her. Penny had programmed Karen to always forward her aunt's calls to her suit, so she never missed one. She was also sure never to answer mid-swing...no way she could have explained the sound of the wind in the background.

She was forgiven, she was able to be Spidergirl and see Ned and MJ, and she knew what her next step was with Norman Osborn...so things were going pretty good. All in all it was a great vacation. Of course, despite the fact that she'd been improving when it came to fighting crime on the streets, she still got hit a few times, and so she made sure to wear long sleeves and a scarf, especially when she and May went out the day before her internship.

Her aunt was almost never able to take off for a full day, but apparently she'd planned it as a surprise back before Penny had snuck out and so, as a post-Christmas surprise, the two of them headed out early, Penny making sure to grab whatever cash and gift cards she'd gotten for Christmas. May had some gift cards too, and their first stop was a coffee shop to pick up muffins and coffee, then a series of boutiques where they looked and tried things on, but didn't buy anything. They had a few favorites but rarely bought anything from them...most of the clothes were too expensive, especially after spending most of their free money on Christmas. For the most part, Penny and May got new clothes at thrift stores or big box stores, which was fine with her. All she ever wore to school were jeans and t-shirts anyway, so it wasn't like she needed fancy clothes.

Penny talked to May about her internship, the two chatting in easy Italian as they went from shop to shop. She loved days like these. Days where she and May spent the day together, talking about everything and nothing, shopping and laughing and speaking Italian, sometimes surrounded by people who did the same if they went to the right part of town. It felt like the old days...before the bite. Before she had been forced to keep so many secrets...forced to keep so much of her life from May.

So as they perused a bookstore, Penny told her about her internship and the Avengers...as much as she could. She told her about the AI that she was working on and how much she was learning and what an amazing opportunity it was. She told her about how nice Happy was, and how Natasha was always looking out for her. She told her about how Thor had stopped Raj from bothering her (kind of...she left out the part where she'd punched him in the face). And she watched May soften a little toward the Avengers that she'd been so distrustful of. She also told her a little about Harry, bringing it up hesitantly as May pulled a cookbook off the shelf, explaining that he'd been really nice to her and that he had wanted to make sure that she was okay...and that he was kind of cute.

"What about Liz?" May asked then, looking surprised as she glanced up from a meatloaf recipe. "I thought you two were…" She raised her eyebrows, and Penny shook her head.

"No…" She muttered, shaking her head and flushing. "I mean...maybe. I don't know. I mean...Liz doesn't even know I exist. And...she's so smart and pretty…but we never even talk."

"What about Academic Decathlon?"

"She...she's the captain and she thinks I'm really smart but…"

"You are really smart." May reminded her, tapping her on the cheek, and Penny laughed, cheeks flushing.

"She doesn't think of me that way. We're not even really friends. We don't sit together at lunch or talk outside of school…"

"So sit with her at lunch."

"I can't. She's a senior and...anyway, I don't even think she likes...you know…"

"Girls?" May prompted, and Penny shrugged, embarrassed. It hadn't been all that intimidating, coming out to May. She'd gotten her first crush on a girl in her class when she'd been in middle school, and had confessed her feelings to May later that day. Her aunt had sat her down, explaining that she loved her, no matter what, and that sometimes, girls were attracted to other girls, and sometimes they were attracted to boys, and sometimes both. The next year, Penny had realized that she was attracted to both.

"Yeah. But...Harry...he seems really nice and he acts like he likes me. Like...really likes me. He always jokes around with me and calls me by my full name but like...like he's…" She shrugged.

"Okay...so what's the problem?" May wondered. A woman with a fancy bag gave them a look...the kind Penny and her aunt sometimes got when they spoke May's first language together out in public, and Penny had to fight the urge to flip her off. Instead, she pulled a book on baking off the shelf.

"I don't know if I can trust him." She admitted, glancing around the store. For some reason, she felt tense. Like something was wrong...but nothing was wrong. They were just in a bookstore...everything was fine. She chalked it up to being nervous about this conversation and went on. "I mean...he's Norman Osborn's son. And Norman Osborn is...kind of a douche."

Her aunt snorted, putting the cookbook back and the two headed over to the new novels, deciding which ones they would look for at the library. They almost never bought books, unless they found them in the clearance bins. "Is he anything like his dad?"

"I mean...not really." She shrugged. "He just…" Penny paused when her spider senses erupted, jerking her head toward the front of the store. It took her a moment to catch up...for her brain to process what she was seeing. It was a man...about 5'8, white, short red hair...and he had a gun. "May…"

And then he was shooting.

Penny grabbed her aunt, tackling her to the floor, and the two of them hit the ground hard. May grabbed Penny and pulled her close, draping an arm over Penny and swearing under her breath. The gunshots and screaming seemed to fill Penny's ears and she shut her eyes tight, having to fight every instinct to stop herself from jumping up...from running out there and tackling the shooter. Because she could...in fact, she should. She was supposed to be a superhero! What was she doing lying on the floor like this?

Thoughts of Ben worked their way into her brain and she moved closer to May.

The sound of glass shattering made May flinch, and Penny closed her eyes, struggling to keep her breathing even and calm. They were okay. They were safe for the moment. They were on the floor and the shooter was at the front of the store. He hadn't moved any closer and was shooting at passers-by on the street as well as anyone he could see in the store...but they were on the floor behind several shelves. They were okay. Beside her, May prayed under her breath, tears dripping down her cheeks, and Penny wrapped an arm around her aunt, feeling her own cheeks get wet with tears.

There had been a huge increase in gang violence, and she wondered if that's what this was. Or maybe a disgruntled ex-employee? Either way, they needed to get out. Also, she wanted to know what of sucky karma her family had that this was happening on their one day out together in weeks.

And then the gunshots stopped. Penny started to sit up, but May kept a firm grip on her, shaking her head. "Don't." She whispered, nearly choking on the word. Penny glanced up and then froze. A few feet away was the woman...the one with the fancy purse. She was covered in blood...she wasn't moving...Penny didn't know if she was breathing. Her senses were too out of whack to focus on one woman at the moment. All around her she could hear crying and moaning and sobbing...somewhere a baby wailed and a desperate father shushed it.

"May." She whispered, and May followed her line of sight, then pulled Penny's head to her chest as if to spare her from yet another corpse. "We have to call…"

"Just...wait a second." Her aunt insisted, voice cracking as she closed her eyes, another tear dripping down her cheek.

May shouldn't have had to see that. That's why Penny did what she did everyday...she was supposed to stop this from happening. And the one day she took a day off, something like this happened. Of course, she had to admit, it was getting worse. Gang violence was getting worse and worse, and she couldn't actually stop every single crime...but she did want to find out why this was happening. Something had to be causing it! Maybe she could talk to Mr. Stark as Spidergirl...ask him about…

"Penny?" The familiar voice startled her, and she looked up to find Natasha Romanoff hurrying toward her. She wondered for a moment if the woman were tracking her...then she brushed that off as paranoia. Of course, Natasha wasn't following her. This was a bookstore fairly close to the tower, and surely the Avengers responded to emergencies in the area sometimes. May kept her arm firmly around Penny's shoulders as the two of them sat up. "Are you alright?" She asked, looking between the two of them.

Penny nodded, trying not to look at the woman lying a few feet away that EMTs were hurrying toward. "Yeah...yeah, we're okay." She whispered, wiping a hand roughly over her face. May finally released her, pulling both of them to their feet and immediately replacing the arm around her. Natasha watched them stand then glanced around, a finger to her ear for a second as she listened to what Penny thought was Thor's voice.

"Why don't you come to the tower with us?" The woman asked them. "We think this was a coordinated attack. The police are shutting down streets and that would be the safest place for you right now."

"What's going on?" May asked, her voice cracking. Her aunt was still crying, but didn't seem to notice.

"At least five shooters in the area. There may be more. All attacking at the same time." Just then, Captain Rogers appeared, hurrying to Natasha's side.

"Penny?" He asked, obviously surprised, and then he saw her aunt. "Mrs. Parker."

"We should go with them," Penny told her aunt softly in Italian, thinking her aunt might be more likely to talk if she thought they couldn't understand them. "It's not safe here."

"You're right." May murmured, nodding and squeezing her shoulder, then leaning over and kissing her forehead, taking a deep breath. Penny closed her eyes, resting her head on her aunt's shoulder for a moment. "Are you okay?" Penny nodded.

"You?"

"I'm fine, baby." Switching back to English and wiping her eyes, she turned to the Avengers. "Okay. If you think it would be safer."

"I do. Three of the attacks were in your neighborhood...one was less than three blocks away at a place called 'Delmar's'."

Penny froze. "Is Mr. Delmar okay?"

Natasha hesitated, then glanced at Steve who, up until that point, had been mostly silent.

"We're not sure." He told them. "Not yet. But Thor and Clint are at the scene."

Natasha turned to him. "I'm going to drive them to the tower. Can you handle things here?"

Captain Rogers gave a quick nod. Neither were in their normal superhero costumes. Instead, they wore workout clothes and Captain Rogers had his shield strapped to his back. "Are you sure you're both okay?"

Penny nodded. "We're fine."

The Captain gave a brief smile. "Pepper is at the tower. We'll all be back later tonight. I'll call Tony and let him know what's going on."

"Thank you." May sniffed a little, making sure her purse was secure on her shoulder, then she and Penny followed Natasha who led them out to a black car, the two of them climbing in the back, Penny tucked under May's arm. She closed her eyes, listening as best she could to the sounds of the street. It was quiet...quieter than normal. Like New York had been turned into a ghost town. She should be out there...should be protecting people and helping the Avengers. Instead, she was cowering in the back seat of a car on her way to the Avengers Tower where she was going to hide out while the real superheroes saved people.

She should have been saving people.

"Are you sure you're okay, baby?" May asked, switching back to Italian, running a hand through her hair. Penny nodded. "We'll try and find something to eat soon, okay? We'll get some sugar and food in you and you'll feel better." She whispered. Penny felt a pang of guilt...she should have been the one comforting May.

"We have plenty of food at the tower. Soda too. You can eat whatever you want." Natasha put in, also in Italian, and May jumped a little. The woman in the front seat smiled a little.

"Right. Spy." May muttered, and Natasha laughed.

"My Italian isn't as good as my Spanish, but it's easier than French."

"I never could make heads or tales of French," May said with a wry smile. "Ben tried to teach me Hebrew, but apparently two languages was my limit. Penny's working on a third though."

Penny flushed. May was just like a mom...always finding a way to brag about her daughter.

Just then, they pulled into the garage of the tower, and Natasha parked by the elevator. "Penny, can you find your way to the main floor? You have security clearance."

Penny nodded. "Thank you, Natasha."

"Make yourself at home. Pepper is waiting for you both upstairs."

Penny led May to the elevator, waving a quick hello to Friday, and then they were both on the main floor where Pepper was indeed waiting for them, holding a tablet that she placed it on the kitchen counter, hurrying to meet them. Her heels made tiny clicking sounds on the wood floor, and Penny wondered if she had been in a meeting. "Natasha told me what happened. Are you sure you're both okay?" She asked, eyes full of genuine concern.

May nodded, glancing down at Penny. "We're okay. Thank you so much for letting us stay here."

"Of course. I have to make a phone call, but there is plenty of food in the fridge if you want to make anything. A lot of streets are shut down or I'd offer to just order take-out."

"No...it's fine. We understand...we can fend for ourselves." May assured her. "I can't tell you how much I appreciate all this."

"It's not a problem at all. Penny has done such great work and we all love having her here. She knows her way around and can show you where the food is. The guest room is still set up for you, Penny, and you guys are welcome to lay down if you want to. I'll be in my office if you need anything. Just have Friday get me if you need me."

They both nodded, and as soon as Pepper was gone, grabbing the tablet and practically running into another room, Penny led May into the kitchen. She opened the fridge, pulling out two cokes, and handed one to her aunt who took a sip. Penny did as well, and she let the sugar clear her head a little. She knew that she couldn't go out as Spidergirl...not now. Not while she was staying at the tower with May. So she would just have to wait. She would have to save her questions and trust that the Avengers could take care of this.

Violent crime was on the rise despite her efforts...but it was so sudden. Why? What could be causing it? It was the middle of winter. Didn't criminals usually stay inside when it was this cold? There had to be a reason...some explanation for all of this.

May ended up making grilled cheese sandwiches and soup, the simplest and quickest things she could fix. Penny found bags of chips, and they ate on the sofa once Penny assured her that it was fine, that the team ate in the living room all the time. Still, they were super careful not to get any crumbs on the floor, and once they were done eating, they took their dishes into the sink, washed and dried them, then put everything back exactly where they'd found it.

"Friday, can you put the news on?" Penny asked. May gave her an incredulous look when the AI complied, lips twitching into a reluctant smile as they sat on the sofa.

"Can his AI do anything?"

"Pretty much," Penny told her, curling up against her aunt's side. "She's amazing. He's teaching me how to code a simple AI but it's so complicated. It's going to take forever."

On the TV, the Avengers and the NYPD worked together to apprehend the shooters. There wasn't a lot of information available, but they watched for over an hour until Penny felt her eyes drooping, the adrenaline crash leaving her exhausted. They were saying something about strange weapons and alien technology, and Penny's ears pricked up despite her body's desire for sleep. Her hands had stopped shaking and she wasn't crying anymore, but everything still felt like too much.

"Why don't you lay down, baby?"

Penny didn't want to lay down. Honestly, she wanted to wait until all of the others returned and then hopefully find out exactly what was going on and try to figure out what was going on with her city. She wanted to be a hero. Wanted to save people. But at the moment, all she could do was lay her head in her aunt's lap, be grateful that they were both okay and that her aunt hadn't been hurt, and watch the news. She caught glimpses of Mr. Stark in his Iron Man suit, and Captain America and Thor, but just as the screen flashed to Natasha and Clint, she let her eyes close and stay closed, pulling the blanket that May had draped over her a little higher and making sure that her scarf was still covering her neck. She thought her phone might be vibrating, but she really didn't care.

The voices woke her. Familiar voices coming closer...hushed, voices, talking in murmurs.

"She asleep?" That was Mr. Stark.

Above her, her aunt ran her fingers through her hair, gently brushing it out of her face. "Yeah. She fell asleep about an hour ago." She murmured. "Thank you so much for letting us stay here, Mr. Stark."

"Please, just call me Tony, Mrs. Parker."

"May." Her aunt whispered. "I just...Tony, I really can't thank you enough…"

"Please." He murmured. "You don't have to thank me. I'm glad you're both safe." The other voices in the background seemed to fade away. "Have you eaten?"

"We did. Thank you. Do you know what's going on?"

"Coordinated attacks around the city...we think that someone is behind all of this...someone pretty high up. I'm going to try and get in touch with Spidergirl...she's been on the streets, and she mentioned that she's been running into more gang violence in the last few weeks. You should be safe to go home tonight...but I'll send Happy to pick Penny up tomorrow for the internship."

May gave a quiet sigh, hand stilling on Penny's head. "Can I ask you for another favor?" She asked, sounding just as hesitant as Penny expected her to sound when asking anyone for any kind of favor.

"Of course."

"I got a text from my boss...the hospital is short-staffed and they asked me to come in for a shift this evening…"

"Happy can give you a ride. No problem."

"I know you're busy...and I don't mean to ask for you to babysit…"

"Penny is welcome to stay here until it's safe for her to go home." Mr. Stark assured her softly. "We're always happy to have her. Pepper set aside one of the guest rooms just in case she ever needed to use it again, and we have plenty of food."

"I'm so sorry to ask this of you…"

"It's nothing." Mr. Stark's voice was warm and gentle, and Penny could hear the smile in her aunt's voice

"Thank you. So much. I know she loves spending time here and I'm...well...I wasn't sure if it was good for her, but...after her uncle...anyway, I'm so glad that she's doing well."

Penny lay still, eyes shut, only letting herself pretend to wake when her aunt squeezed her shoulder, switching back to Italian. "Baby? Wake up."

"Hm?" Penny asked, blinking up at her.

"I have to go, baby. The hospital called…"

"You're off today." She muttered in the same language.

"I know. But with all the shootings, the hospital was overwhelmed and they asked if I could come in for a shift tonight. I'll be home sometime tomorrow, okay?"

Penny nodded. It wasn't the first time her aunt had been called in on her day off, and even though she missed her, she knew that her aunt's job was important...just as important as what she did. They both saved people, even though she didn't know if May would see it that way. Somehow, she doubted it. "Okay."

"You're going to stay here until it's safe to go home. I want you to stay with them...and when you get back to the apartment, I want you to stay there. Okay? No leaving, no opening the door. Not for anything." Penny nodded. "Promise me." She murmured. Penny noticed that Mr. Stark was watching them and wondered if he, too, spoke Italian. Either way, she nodded again.

"I promise. I'll stay in the apartment."

"Okay." May cupped a hand on her cheek. "I love you so much. I'll see you tomorrow."

"Love you, May. Be careful."

"I will."

And then May was leaving, and Penny was left in the living room with Mr. Stark who dropped onto the other end of the sofa. "You alright, Pen?"

"Yeah. We...we were just shopping...May took the day off. And then someone started shooting." She dropped her eyes, shrugging a little, and he nodded, reaching out and clasping her shoulder.

"We're going to figure this out. I'm going to try and get in contact with Spidergirl...see if she can help us out. Hey, maybe I can convince her to come to the tower and you can meet her."

She gave her best smile. "That...that would be awesome."

"Alright, kiddo. Pepper's staying in contact with the NYPD, and Natasha and Clint are still on the ground. Everyone else is getting cleaned up. As soon as we get the all-clear, I'll get you back to your apartment. In the meantime, how about a movie?"

She knew what he was doing...he was trying to distract her. Because he didn't know. He didn't know that she was the one he needed to ask about the criminals on the street or that she could handle it or that she was a superhero. He thought she was just some kid...a smart kid, yeah...but just a kid. And that was exactly what she needed him to think. So she nodded.

"Okay."

_**Thank you for reading!**_


	30. The Calm

_**Thank you so much to everyone who has been reading and reviewing! Sorry I had to skip a week! :) I hope you enjoy the new chapter. **_

The Calm

Penny woke to May's hand on her cheek, and for a moment she was confused. Was she still at the tower? Hadn't she and Mr. Stark been watching a movie? Or...or maybe looking at something in the lab? She remembered him ordering take-out for the whole team who had come and went as they worked to help the police get the streets clear and arrest the shooters. They had stopped in and grabbed containers of Chinese food, keeping each other updated...and none of them had seemed to mind Penny's presence.

In fact, they'd all seemed happy to see her, asking about her aunt, telling her they were glad that she was okay, and Natasha dropped onto the sofa beside her for a while, watching a movie with them and asking how her vacation was going. Penny had told her about her shopping trip with her aunt, and how the two had spent most of the day together. She'd also told her when prompted that her punishment for sneaking out had been to clean the entire apartment.

"Have you talked to Harry Osborn since?" Natasha had wondered.

"Yeah, we've texted some."

"He seemed like a nice kid." Mr. Stark had put in from her other side, chopsticks stuck into a container of orange chicken. "Maybe I can get him to defect."

Penny had laughed, and then Steve Rogers had joined them with his own container, looking exhausted. "We think we got all of the shooters...they're in questioning with the police."

"Think we could get to any of them?" Mr. Stark had wondered. Penny had sat back on the sofa, biting into an egg roll and trying to stay out of the way.

"Not unless the NYPD owes us a favor." Steve had told him dryly, eating a piece of chicken. "I'm glad you and your aunt were okay, Penny. Do you guys have plans tomorrow?"

Penny shook her head. "May will probably have to go into work tomorrow too, and I'll be coming here for the internship."

"You gonna be okay by yourself?" Steve had asked, eyes narrowed in concern. Penny had waved a hand, trying not to smile too much. To inform him that she, too, fought crime on the streets of New York in her spare time.

"Oh yeah. May works a lot so I'm home alone a lot anyway." She had told him with a shrug. For a moment, he'd looked concerned. She hadn't wanted him to be, though. Didn't want anyone to be concerned about her. Not May or Mr. Stark or any of the Avengers. Because she was capable. Really. She was. But she couldn't tell them that.

"You've got our number if you need anything?" He had confirmed, and she'd nodded.

"The kid'll be fine." Mr. Stark had put in, and then he'd told Friday to put on another movie, checking his watch. "Let's give it a couple more hours...the police still have barricades up. What do you think, Pen? Another movie?"

"Sure."

"Steve, pick something." He'd urged, and smiling, Steve had.

She'd gone home a few hours later, Mr. Stark driving her himself. That thought came to her as she blinked her eyes, looking up at May and smiling. He'd parked outside, not driving away until she'd been inside her building. And just like May had urged, she'd locked the door. "Hey...I thought you wouldn't be home until later."

"I wanted to check on you." May murmured, stroking her hair. "Make sure you were okay. I'll have to go back in another couple of hours, but you'll be with Mr. Stark and the Avengers at the tower, right?"

"Yeah. My internship is at 3 today."

"Alright, sweetie. You want to run out and get breakfast? Pepper called to check on us a few minutes ago...she said that the streets should all be clear, but there are extra police stationed around Queens."

"Okay," Penny mumbled with a nod, dragging herself out of bed and yawning as May left her to get ready.

Penny got dressed, checking her phone as she did and pausing when she saw a text from Harry.

_'Hey, Penny. How about next Thursday? He said he's going to some meeting that night, so we could do it after school?''_

Thursday. She could bug Osborn's office on Thursday. She could try and prove that he was the one behind the attempt on Mr. Stark's life. And if she, as Spidergirl, took that proof to Natasha, then they could take Osborn down.

Perfect.

She and May went to breakfast at a restaurant close by, one of their favorite breakfast places. Penny couldn't help but notice that everyone seemed to be on high alert. The streets were quiet, and Penny walked right beside her aunt, their arms linked, her eyes on the streets and the alleyways they passed. If anyone jumped out, Penny knew that she would protect her aunt. Even if it meant outing herself. Even if someone found out that she was Spidergirl. She wasn't going to let her aunt get hurt.

May put a hand on Penny's as the two took their usual seat by the window, thumb rubbing the back of her knuckles. She didn't say anything, but Penny could tell by the soft smile on her face that she understood...that she was worried too. And Penny hated that. Hated that her aunt had to be worried. She knew that they lived in New York and that Queens wasn't the safest place in the world. But it was their home. And her aunt deserved to feel safe in her home.

Penny tried no to think about that as she ate her bagel and drank the chocolate milk her aunt had bought her. May told her about her shift, and the people who had come in. She asked about Mr. Stark and the Avengers, and the two made small talk until it was time to walk back to their apartment. As they were walking, May cleared her throat, slipping her arm through Penny's. "So...um...the man that drives you to your internship...Harold?"

Penny lifted an eyebrow when her aunt switched back to Italian. "Happy?" She asked.

"Yeah, um...he's really nice, isn't he?"

"Um...he's...yeah, he's nice," Penny told her slowly, glancing sideways at the woman. She'd told May before that Happy was nice.

"So, you think he's nice?"

"I think he's nice," Penny confirmed once more as they reached their apartment.

"So...if Harold…"

"Happy." She corrected. May sighed, a smile tugging at her lips.

"If Harold and I were to...to go out for coffee together...you wouldn't mind?"

Penny stopped in her tracks, jaw dropping. "Are you going on a date with Mr. Stark's driver?" She cried, and May blushed a little. Blushed!

"I...I wouldn't call it a date."

"Would he?"

"I...I know...I know it hasn't been all that long and...and I don't know if I'm ready yet. But Harold asked me to get coffee with him. So...if you wouldn't mind…"

"No...No, I don't mind," Penny told her. "It's just...Happy?" She asked again, and May's lips twitched.

Penny hadn't thought about May dating. Hadn't thought about the woman who was kind of her mother but who also wasn't related to her dating anyone. Ever. Because May was Uncle Ben's wife. That's who she was.

Except now, she wasn't. And she knew May was lonely. No matter what she thought about it, no matter how weird it was or how much more complicated it could make keeping her secret identity a secret, she didn't want May to be lonely.

She reached out, grabbing her aunt's hand and squeezing with a smile. "He's nice. Really. You should go on a date with him."

May hesitated, then squeezed her hand back. "You don't think it's too soon?"

"Not if you don't. Besides, it's just coffee."

"I still miss him. So much." Her aunt confided, her lips trembling a little, and Penny stepped forward, throwing her arms around her.

"Me too."

May left for work about an hour later, leaving Penny alone to call Harry who answered on the first ring.

"Hey, Penny."

"This Thursday?" She asked, heading into her bedroom and sitting cross-legged against her headboard.

"Yeah. My dad had a meeting, so he should be out of the office until about 7. That gives Spidergirl time to get in and out. No problem."

"What about cameras?" She asked.

"Leave that to me."

"Okay...okay. I'll tell her."

"So...what's she like?" Harry wondered, and she smiled, sitting back.

"She's nice. I mean, we're not exactly friends, but she's always been nice. She helped me out once."

"Yeah?"

"I mean...I was walking home once and she helped me out." Penny shrugged even though he couldn't see her. "Anyway. She was really nice. I haven't talked to her a lot but she gave me a way to contact her."

"I heard she was deaf."

"Yeah," Penny told him slowly.

"I don't know any sign language."

"Then you'd better learn." She told him with a grin. "I'll tell her what to do. And her suit translates sign language in text. So when should I tell her to be there?"

"How about 5? Are you going to meet me at my place?"

Penny paused, lips pressed tightly together. "I...I can meet you right after. I have to do something first."

"We can push it back if you need to."

"No...it's fine. I'll just tell her to be there, and then I can meet you a little later. We can go to the library? I'll tell my aunt I'm studying with Ned until late."

"How about dinner instead?"

"Dinner?" She asked, eyes widening.

"Yeah. Somewhere a little nicer than McDonald's this time."

"Um...yeah. Okay." She told him. "I mean...uh...not too much nicer because my allowance is only, like, $10 a week so…"

"I was going to be paying for the nice dinner." He told her, sounding like he was laughing.

"Oh...you don't...I mean...I can afford…"

"I'm asking you on a date, Penny Parker." He told her, enunciating every word, and she felt her cheeks heat up.

"Oh."

"Yeah. Oh. What do you think? Meet me at...5:30? That give you enough time to do...whatever it is you're doing?"

"Yeah. I mean...um...that's fine." She answered, cheeks burning.

"Hey? Anyone ever seen you and Spidergirl in the same room?"

Her blood ran cold, and she clenched her jaw, freezing for a beat too long. "Anyone ever seen you and the Devil of Hell's Kitchen in the same room?" Penny snapped a little, but to her surprise, he just chuckled.

"Fair point. I'll see you Thursday, Penny."

He couldn't know. No way. She'd been careful...so careful.

Happy picked her up at her apartment at three, and she hurried to wrap a scarf around her neck and pull gloves on, then pull a coat on over her cardigan, not letting herself think about the fact that Harry Osborn had invited her out on a date. Like...a real date.

She'd never been on a date before.

Worried she'd make Happy wait, she hurried downstairs, grabbing her purse and throwing it over her shoulder right before she locked the door. He needed to focus. First, her internship. Then, tell May about her date, but tell her she was studying after school with Ned first. Throwing the passenger door open, she jumped in and smiled. "Hey, Happy! Did you have a good Christmas?"

His lips twitched in a reluctant smile, and he handed her a paper bag. "It was fine, kid. How about you? Your aunt ground you forever?"

She sighed. Of course he'd heard. "No, just for a few days...but she was really mad." He glanced over as she opened her bag and found her usual sandwich. "Thank you!"

"Sure thing, kid. So you're not still grounded?"

"No...she only grounded me until Christmas. But she made it count." She grumbled a little, taking a huge bite of her sandwich. He glanced over as he stopped at a light, and she swallowed before speaking. "Manual labor. On the bright side, our apartment is still spotless."

He snorted a little at that. "You got off easy. My mom would have taken a belt to me if I'd snuck out...well...if she'd ever caught me sneaking out."

Penny shuddered. "Seriously? I don't think May ever spanked me. Not even when I was little." She told him casually, taking another bite of her sandwich. He glanced at her but didn't say anything for a while as she ate her sandwich.

"Hey, kid?" He asked. She looked up at him, shoving her sandwich wrapper into the bag and balling it up, careful not to get crumbs in the car. "I just, uh...I'm glad you're okay. After what happened last week. We're going to be more careful from now on...I'm going to personally vet everyone that comes into the tower, especially vendors and catering." It took her a moment to remember...she'd been so focused on what had happened the day before that she hadn't been thinking about the week before.

"It wasn't your fault…" She tried to assure him.

"I'm head of security, kid." He told her, almost rueful.

"Still wasn't your fault." He smiled for real then, shaking his head a little.

"You're a good kid, Penny."

She grinned, deciding to change the subject. "You know, my aunt told me something interesting." He lifted an eyebrow and met her eyes in the rear-view mirror. "So...you drove her to work last night?"

"Yeah." He told her, sounding suspicious.

"That was really nice of you."

"It's my job, kid."

She smiled. "Oh...yeah, I guess so. And, uh...when you meet her for coffee, is that for your job too?"

He gave a deep sigh, rolling his eyes. Instead of making another joke, though, he pulled to a stop at a red light and turned around in his seat, an arm resting on the seat. "I didn't know she'd told you." Penny shrugged. "I know...I mean...she mentioned that it hadn't been that long since your uncle…"

Penny swallowed, dropping her eyes for a moment, then forcing a smile. "It's fine. Really."

"I just...I wanted you to know that...it's just coffee. But...uh..."

"Happy?"

"Yeah?"

"The light's green." As soon as she spoke, the person behind them honked, and he rolled his eyes and muttered under his breath, hitting the gas pedal.

As Penny was climbing out of the car, she paused, then leaned into the front seat. "May's favorite coffee shop is the one by the library. And she loves those chocolate pastries, but if you ask her, she'll say she doesn't want one. Get her one anyway."

He stared at her, wide-eyed, and then his face softened. "Yeah? Thanks, kid."

"I hope you guys have fun." She told him softly, then jumped out of the car and headed up to the lab.

_**Thank you for reading! **_


	31. The Storm

_**Thank you so much to everyone who has been reading and reviewing! I hope you enjoy the new chapter! **_

The Storm

The next week felt like the longest week of Penny's life. Her internship with Mr. Stark went really well, with Mr. Stark sitting down with her as the two of them went through her coding for her AI. He told her that she was doing great. Told her that she had done a good job and that they should take a break. So they headed down to the intern lab and he came up with a new intern challenge. Last time had been robot fights to the death. This time it was a pretty simple challenge. Build the tallest structure you could out of whatever materials you could find.

Jasika and Penny teamed up and almost won.

After they were done, Mr. Stark ordered pizza and soda for everyone, and they all just...hung out. It was great. He answered a million questions about the company and asked them questions about themselves and despite the fact that Penny was having a great time, and despite the fact that she was having a great time, she couldn't stop thinking about Thursday. Couldn't stop thinking about the fact that she was putting all of her trust in Harry Osborn. And sure, the guy had been nice to her. He'd been...okay, he'd asked her out on a date, so obviously he liked her...at least a little. Right? But...he suspected she was Spidergirl. And that was dangerous.

Ned was the only one who knew who she was. Despite the fact that she and MJ were close, well...she didn't want anyone else to know. She didn't feel safe putting her friends in so much danger. And the Avengers...they would hate her. She was sure of it. Mr. Stark would be furious and he would make her stop and she just...she couldn't! She couldn't stop! People were relying on her! So she found herself distracted as she sat in a chair beside Jasika, the two of them eating pizza and listening to Milo explaining his latest robotics research to Mr. Stark.

At the end of the night, Happy arrived to drive Panny home as the others were climbing into their cars, and Mr. Stark told Penny he'd see her next week...and then it was time for school.

If Penny found it hard to focus on her internship, it was twice as hard to focus at school. Ned practically cornered her on Monday morning at her locker, asking her all about her holiday break and the shooting and the internship and literally anything else he could ask her about despite the fact that she'd told him practically everything through text. And he asked all of this while they were in class. She answered his whispered questions as best she could while she

After assuring him over and over that she was okay, and filling him in on every detail of the AI she was working on, she got him to follow her to the library, the two of them finding a back table behind the reference books, their chairs pressed so closely together that their legs touched. He looked up at her, eyes huge, as he waited, and Penny hesitated. Just for a moment. Because telling him about this...really bringing him into this...would that make him an accomplice if she got caught? If she got in trouble? After all, it was his tech she needed.

He waited, and she swallowed hard. She had to tell him. Had to ask for his help. Because he was her Guy in the Chair and her best friend, and he was already in this. She needed him, even if it was selfish to drag him into this. Even if it would be safer for him to stay as far away from her as possible. So she leaned in. "I'm going to Oscorp on Thursday. To bug Norman Osborn's office."

His jaw dropped, and immediately he was shaking his head. "No." He murmured. "How...how would you even do that? How would you get in?"

"Harry's gonna let me in."

"Harry? Harry Osborn? As in the son of the guy whose office you're bugging? The son of the guy who you're pretty sure poisoned Tony Stark at the Christmas gala?"

"I think I can trust him." She told him softly.

"You think? Penny, you're putting your life in his hands!"

"I know...I just…" Penny dropped her head into her hands, sighing softly. "I have to do something. Osborn tried to kill Mr. Stark." She thought again about watching him fall...about catching the man as he crumbled...about someone shoving her away and watching the men surrounding him just like they'd surrounded her uncle.

"But if he catches you…"

"He won't." Penny shook her head. "Harry said he won't even be in."

"And if he is?"

"I'll be Spidergirl. " She told him, dropping her voice even more, glancing around the room to make sure no one was around. "I think I can take Norman Osborn."

"But…"

"It's fine. It's going to be fine."

On Tuesday after school, Penny climbed into the suit as soon as school was out. Her aunt was working late and she thought that Penny was staying at Ned's, so with Ned in her ear, she set out on patrol. That helped distract her, especially when Karen told her she had an incoming call from Mr. Stark. The phone call was patched through and his words appeared as text in her mask, as did his voice. Thankfully, Karen put Ned on mute.

"Hey, Spidey. How are you doing?" He asked, and she grinned as the words appeared. She'd need to figure out a way to ask him about the coding...it looked so much better than what she was working on.

"Hi, Mr. Stark." She had made sure to have Karen cancel all audio output from her over any phone calls, but she was careful to only sign. Karen translated all of her sign language into text that would appear on Mr. Stark's screen. "I'm good. How are you?"

She heard him chuckle and she smiled. "All good over here, kid. Just wanted to ask you a couple of questions."

Penny had been standing at the edge of a rooftop and sat down, pressing her back to the ledge of the building son one would see her. "Okay." She signed, somewhat hesitant.

"Nothing bad. Did you hear anything about the shooting last week?"

"Yeah...I wasn't patrolling that day but...I should have been…". She let some of her regret show on her face, even if it wouldn't translate. She really should have been. She might have been able to save some of the people. But she couldn't patrol every moment of every day. May would get suspicious.

Mr. Stark's voice went soft then. Gentle. "Don't sweat it, Spidey. You can't be everywhere. But Cap said you mentioned an increase in gang violence."

Penny nodded. "There have been armed robberies and gang fights every night. Lots of drug deals...muggings."

"Have you seen any alien weapons?"

"I don't think so. Lots of crowbars and regular guns though."

He was quiet for a moment. "You know...if you ever need backup, you can call. Right?"

"Oh...I don't want to bother you, Mr. Stark. Besides, I can handle it."

"I'm sure you can, kid. Just remember, if you need backup, call. And if you run into any alien weapons, let me know?"

"Of course." She nodded again. "I'll keep an eye out. Do you know who it was?"

"Not yet. The police are questioning the suspects, but we haven't been able to find out much." He was quiet for a moment. "So…have you thought about my offer? Drop by the tower and meet the gang...like, actually meet them?"

Penny pressed her lips together, then shook her head. She wanted to say no...but there was no way. It was too risky. "Maybe some other time."

"I figured...had to offer though. Seriously...come by whenever. Maybe we can meet up this week? Talk some more about what's been going on?"

"Oh...of course."

"Alright, kid. I'll see you around." Penny dropped her head against the concrete ledge and sighed as soon as she hung up, rubbing a tired hand over her face...and then she jumped up and went back to patrolling, anxious for a distraction.

Ned brought the equipment on Wednesday, and she put the box of tiny mics in her backpack. It was a simple plan. She would sneak into Osborn's office...Harry was going to leave the door open. And then, once she was in, she would plant the mics. In, out, less than twenty minutes. And Osborn would never find out.

She was going to prove that he'd poisoned Mr. Stark. That he wanted to kill him. And once she did...well...she'd give Natasha the evidence. She would take care of it. Spidergirl didn't kill people, but she thought that Natasha would make sure Norman Osborn never hurt anyone again.

Thursday came both too quickly, and not quickly enough. Penny woke an hour early from dreams filled with every way this could go wrong. Lying in bed and staring at the ceiling, she went over the plan again. And again. Harry would let her into the office. She could trust him. She had to trust him. And then she would go home. Spend the evening with May. Her internship was the next day.

Ignoring the sick feeling in her stomach, Penny pulled herself out of bed, despite not needing to wake for another thirty minutes, and jumped in the shower, turning the water on hot and letting it wake her up. Once she was dressed, she double-checked to make sure she had everything she needed. Then she headed for the kitchen and got a head start on breakfast. Ate her waffles. Made some for May who would be working late and who would probably sleep until a little later. So she left the food in the microwave and grabbed her things, ignoring the clenching in her stomach as she made her way down the stairs.

She was just a little nervous. She was fine. Everything was going to be fine. She was always fine.

Ned was oddly quiet all day. Even MJ seemed to notice, but true to form, she didn't ask any questions. Just gave Penny odd looks. Penny struggled to pay attention to her teachers, and after English, MJ handed over her notes as they were on their way out. Penny just looked at her, and MJ smirked. "I know you weren't taking any, and we have a quiz on this book in a week. So you should probably copy off my notes."

"Oh...thanks," Penny muttered, cheeks coloring.

"And when you're ready to talk about whatever's going on, you know where to find me." She waved a hand, gave a quick smile, then headed in the other direction. And Penny watched her go, feeling a knot form in her chest. She needed to tell MJ. She knew that. MJ was her friend...had been her friend for years, even though she and Ned had been friends first. It felt wrong to keep her in the dark...to keep everyone in her life in the dark.

But she had no other choice.

Maybe after tonight, she told herself over and over as she got through the day. As she suited up and killed time...and then it was time.

Penny called Harry from her own phone, perched on a building about a mile away. He picked up on the first ring. "Hey. He just left...is she ready?"

"Yeah...Spidergirl is in place." She told him, phone sandwiched between her shoulder and her elbow as she grabbed the mics out of her backpack. The plan was the leave her backpack on the roof and retrieve it later. Then change…and then meet Harry. The mics synced up with Karen, so she could bring up the feed on her laptop or in her suit...have Karen search it for relevant information. Theoretically, this was going to be easy. But for some reason, her senses were making her hair stand on end. "Is the window open?"

"Yep. Tell her to come on over."

"Alright. I'll talk to you soon."

"You got it."

He didn't ask why she couldn't talk to him while Spidergirl completed her mission, but that was something she'd have to worry about later. Instead, she webbed her backpack to the roof, not wanting it to blow away or something, and shot a web, jumping off the roof and swinging toward Osborn's tower. She closed her eyes at one point, enjoying the wind and the feeling of flying and falling.

She loved flying.

She loved falling.

All too soon, she was sticking to the tower, and immediately she began to climb as quickly as she could. Sure, it was probably the end of the workday at just past five, but she knew that there still might be people around. So she made sure to stick to empty offices, letting her senses guide her as she avoided any offices that might have people working late. She reached the fifty-third floor and quickly found the window that had been left ajar, then slipped inside.

And then she was in.

Norman Osborn's office was exactly what she would have expected. All glass and leather and, on the desk, one of those little sculptures with the balls that clacked back and forth if you knocked into them. Penny avoided it, listening for anyone nearby. There were footsteps in the building...people were still around. But she would be quick. She'd brought the mics in the little pocket of her suit and reached inside, pulling out the first one. Kneeling down, she placed it on the underside of his desk. Since her web would dissolve after about 2 hours, she used the next best thing...duct tape.

Apart from the desk, which held only his computer, there were two huge bookcases that went almost to the ceiling. They were full of thick legal books and the occasional framed photo of who Penny assumed was his wife, and one of Harry. On the far wall was a sofa with an empty coffee table, and by the door was a coat rack. The whole place felt empty and just a little too clean, and Penny spent a moment turning circles to try and figure out where to hide the bugs that Ned had given her.

She placed a second one on the top of one of the ceiling fan blades, using the smallest piece of tape she could manage, and another went on the top shelf of his bookshelf, taped to the wall where he wouldn't accidentally disturb it if he grabbed a book. The top shelf was pretty dusty, though, so she doubted he would be grabbing any of those books any time soon, and apparently the cleaning staff didn't worry about the top shelf.

Penny hurried across the room and turned in circles, searching for another place to hide the last mic. It was a pretty sparse office, and if he found one mic, then he would start looking for the rest. She couldn't risk that. She hadn't patched Ned in...hadn't wanted to be distracted. Now she was kind of wishing she had. He might know what to do. Her heart was pounding and she could feel her palms start to sweat under the suit...but she only had one more to hide. And her senses were telling her to do it fast.

Just as she was stepping toward the sofa in the corner, her phone vibrated. "Karen? What was that?"

"You just received a text from Harry Osborn. It says 'get out now.'"

Penny froze, blood running cold. "Wha…"

"Spidergirl, run!" Harry's voice had her turning toward the door, hand clutching the mic...she felt like she was in slow motion. Like her whole body was moving through the syrup she'd put on her pancakes that morning. The door was thrown open, the handle slamming into the wall hard enough to make a dent, and Penny moved on instinct, sprinting toward the window, turning just in time to see Norman Osborn burst through the door, gun drawn.

"What the hell do you think you're doing in my office?" He screamed, and she started to jump onto the window ledge, squeezing the bug hard enough that it turned to dust that she dropped to the ground below.

The gunshot was deafening. So deafening that Penny didn't quite feel it at first...she was too focused on the ringing in her ears...the senses that dialed up to eleven as she remembered...remembered the gunshot, remembered the alley...Mr. Stark dropping into her arms and her Uncle Ben dropping onto the concrete and people shoving her back and then…

Harry was screaming. Norman was coming closer. And Penny turned, leaping out the window as the glass exploded behind her, the sound of another gunshot splitting the air as she fell. She loved to fall...loved to fly. But it wasn't until she shot the web that she felt it. Felt the burning in her stomach and the tugging that happened every time she moved and the wetness that soaked her suit as her head sput.

Bleeding. She was bleeding.

He'd gotten her.

She did her best to find an alley...to get herself out of the way. It was dark out...the sun was starting to set and her fit hit the pavement and then abruptly buckled, sending her crashing into the side of a dumpster before she bounced back and fell onto the ground, curled up on her side, mouth open as she struggled to breathe. "Ka...Karen?" She asked, wheezing as she tried to sit up and failed. Pressing as hard as she could, she struggled to close the wound on her stomach...struggled to keep it from bleeding any more. She needed help.

The whine escaped without her permission. She clenched her jaw as tightly as she could, but still, the pained cry escaped as she leaned against the dumpster behind her, breath catching in a sob. Pressing her hand to her stomach as hard as she could, she watched as text appeared in a bubble at the corner of her mask, Karen's soft voice in comforting in her ear.

"Penny, I have contacted Mr. Stark. He sends the following message:"

Then his voice came through, along with the text. "I'm on my way, Spidergirl. Just hang on." He sounded harried. Afraid. And she hated that she was worrying him. But more than that, she hated how everything was going dark...she couldn't focus anymore. Could barely remember why she needed to be putting pressure on her stomach. It didn't hurt so much anymore...but she was so cold. She could hear repulsors in the distance and she thought that she should be glad of that. Or worried...but she couldn't quite breathe anymore.

Weakly, Penny pulled at the mask until her mouth was exposed, and she gasped for air as Iron Man landed in front of her, practically tearing himself out of his suit. "Okay." He spoke as he signed, hands moving fluidly. "You're okay. I've got you Spidey. You're okay." He dropped to his knees in front of her and she felt blood drip from her teeth as she gasped for air.

Mr. Stark really had gotten better at sign language.

He was going to find out who she was. He was going to find out that she was a fake. That she'd been lying to him. And then...surely then he would take the suit back. Take the internship and...and himself away. Take the closest person she had to a father away. That thought, more than anything, had her sobbing. "No...no, you're okay. You're alright." He told her, voice remarkably steady, if not tight, the text scrolling across the corner of her screen. "I've got you. Just hold on." He hurried to brush her hands aside and put pressure on her stomach, and she couldn't help the scream. "I know." He told her, signing clumsily with one hand along with his words. "Shhh…". He switched from signing to rubbing her arm up and down as if trying to warm her up.

Bringing a fist up to her chest, she signed "sorry" over and over, praying that he would believe her. That he would accept the apology.

"No. Don't be sorry." He begged with his hand and his mouth, struggling to keep pressure. "Don't...you have nothing to be sorry for." She shook her head, sobbing when he caught the hand still signing at her chest, and then he was on the phone, still managing to hold pressure on her stomach. It hurt...but it didn't. She was warm and floaty and she knew...she knew that he was going to find out and she knew what a bullet to the stomach meant. "Happy, we need medical ready yesterday! Spidergirl is down! I can't carry her...it won't be stable enough. I need…"

Penny felt her world going dark at the edges and she grabbed Mr. Stark's wrist. "Hang on, kid." He signed with his phone crushed between his ear and his shoulder. Had he forgotten about her suit's update?

"Mr. Stark." Blood dripped from her lips with the words but she had to say them. He needed to know, and he needed to know from her before he found out himself.

He froze, his jaw dropping, eyes shooting to the lenses of her mask. She saw it click, just as she'd known it would. Her voice was a dead give away. "No…". He whispered. Pleaded. His whole face crumbled, and she brought a hand up, pulling her mask off and flinching when he looked away for just a second, his jaw tightening.

Penny tried for a smile that tasted like blood. "We should have gone for bulletproof."

And then the world was black.

_**Thank you for reading! **_


	32. Tony's Interlude Part 1

_**Thank you so much to everyone who has been reading and reviewing! I hope you like the new chapter! **_

_Tony's Interlude Part 1_

It made sense. Of course it did...with the solution to the puzzle right in front of him it all fit together perfectly. Hindsight was 2020 ...Penny Parker was Spidergirl. His intern. The girl he'd brought into his lab... who had accidentally been sent to their Avengers meeting to deliver coffee...who always had bruises...who was the smartest kid he'd ever met...Penny Parker, who had helped him design the Spidergirl suit...she was Spidergirl.

And she wasn't deaf.

These thoughts flashed through his mind as he held his hands against her stomach, watching in horror as her eyes fluttered shut, that tiny smile she'd been trying for dropping as blood dripped from her teeth and onto her cheek. It didn't seem real. None of it. It couldn't be real. His fourteen-year-old intern was...was Spidergirl. And she was dying. Happy was on his way...someone had shot the girl in the stomach and she was bleeding out and as much as it didn't seem real, he had to do something!

"We should have gone for bulletproof." The words hadn't quite sunk in before. Why hadn't he gone for bulletproof? He'd designed this suit!

"Boss!" Happy cried on the phone, voice louder than before, and Tony realized he was still on the line. "Tony!"

"It's Penny…". He choked on her name. Penny Parker. She had signed 'sorry' over and over and over until he'd caught her hand and she was bleeding out.

"What! What about Penny!"

"Spidergirl...Penny...Penny is Spidergirl!" Tony barked.

"What?" Happy cried, but Tony shook his head. He didn't have time to explain.

"Just get here!" He cried. He ended the call, never letting up the pressure as he called Helen.

"Tony?" She asked in lieu of a greeting.

"Helen, where are you?"

"I'm at the compound...what…."

"Who else is there? What Avengers?"

"Um...Steve and Rho…"

"Get them to bring you to the tower! Now! As fast as you can! Spidergirl is down!" He was practically screaming into the phone and Helen, bless her, dropped the call immediately. "Friday, who's at the tower?"

"Both Sam and Natasha are at the tower and have medical training." She answered, obviously knowing what he needed.

"Have them get the Medbay ready! Tell them what we're dealing with."

"I'm on it."

He turned back to the girl then, hands shaking as he pressed them to her stomach. So much blood...there was so much blood "Okay, kid. I need you to stay with me, you hear? I need you to stay with me!" His voice broke and he closed his eyes, refusing to allow himself to give in. He wasn't going to cry. He wasn't going to break. He had to be there for this kid, and then...eventually...if...no, when she was okay, he would…

What? Yell at her? Scream like his own father would have? Was that why she hadn't told him the truth? Had she always been Spidergirl? When had the masked vigilante showed up? How long? Since she'd started the internship? He couldn't remember if she'd ever acted any differently...then again, he hadn't started working one on one with her until after she'd brought the drinks…

Until the day he'd seen the bruise on her wrist.

That's what had gotten his attention...what had made him think about her long after she'd left them to their meeting, looking sorry and embarrassed and a little intimidated. From then on, the girl had been an enigma. She had shown up with bruises almost every week, but she never shied away from contact ...never flinched when he got close. Or anyone else. He'd seen her with Norman...the girl hadn't backed down, not at all. She hadn't looked even a little afraid.

He'd gone down to the intern lab the week after they'd actually met to check on her. Even at the time, he'd known that's what he was doing. He had needed to see if she was okay. If she had any more bruises. Penny worked for him and she was a kid. If she was being hurt at home, or if someone in his building was hurting her, then he knew it was his responsibility to help. She was just a kid. He couldn't let that go. But the girl was always dressed in layers of scarves and sweaters and long-sleeved shirts. And the time he'd asked her to take it off...that day in the lab, she had finally flinched away from him, eyes shut, lips pressed tightly together, arm up to protect herself.

And he'd felt like an asshole. Sure, Penny had seemed to like him and trust him...hell, the kid seemed to worship him, but that didn't give him the right to force her to take her scarf off. He'd made her cry. Sure, she'd tried to hide it, but he'd known that getting to the truth wasn't worth hurting her...wasn't worth breaking the trust she had in him. He'd apologized. Had sworn to himself that he'd be more careful...that he'd figure out what was happening to his favorite intern without making her uncomfortable again. And she was his favorite. She was sweet and smart and he saw his best qualities in her without all of the bad ones. She would be great one day, and he had wanted to help her get there.

So he had had Natasha spy on her aunt. He wasn't proud of it, especially not after walking into his penthouse to find Penny practically asleep in the woman's house, her shaking fingers brushing through the girl's hair. He'd found out about that from Natasha. It was bad enough that the coordinated shootings had happened all over the city, but right as he'd been trying to work with the police, he'd gotten the call from Steve.

"Tony, Penny and her aunt were at a bookstore during the shooting. They're both okay…" The man had hurried to reassure him before he'd been able to ask...before his heart rate had been able to get too high. "But I'm going to send them to the tower with Natasha. They'll be safer there."

Natasha had been looking into May Parker for weeks by that point. She'd looked for any kind of history of mental instability or domestic issues. Had searched Penny's school records for any suspicions of abuse. Of any kind. But there had been nothing. No record of bruises or skittish behavior or any kind of strange behavior at all. Nothing. Penny had always been a great student. She had always had great grades and her aunt and uncle were very involved and went to parent/teacher meetings. There had been one dip, the month after her uncle had died, but otherwise, she'd been a model student.

And then, when he'd walked into his living room to find Penny laying on her aunt's lap, he'd known that he'd been wrong. May Parker loved her niece. He'd seen it in the way she'd stroked her niece's hair and the way she'd woken her...the way they spoke in soft Italian to one another...the way Penny had smiled up at her aunt and how May had asked him to keep an eye on Penny...May Parker wouldn't hurt Penny. He was certain of it.

So who?

Natasha had confirmed that May didn't have a boyfriend. Neither did Penny. Or a girlfriend. No significant others in the apartment. Her teachers all had clean records. He knew that that asshole kid Raj had been harassing her...spreading nasty rumors about her. But he'd seen the video...had seen her step up to meet him, ready. Had seen her pull back an arm and throw a perfect punch. Had seen the kid after, broken nose and all. And none of it had made sense. Because there had been no one else in her life that she spent time with.

The car pulled up to the curb and Tony yanked his jacket off, pressing it to her stomach and picking her up as quickly as he could. She was lighter even than she looked, and her head fell back limply before he managed to rest it against his shoulder. Happy jumped out of the car, barely pausing to gawk before pulling the back door practically off of its hinges, letting Tony climb in, then closing it. "Tower, now." Tony barked, pressing hard against her stomach and placing two fingers at her throat. Her pulse was there. It was slow, but it was there, and that was all he needed.

"What the hell…"

"She's Spidergirl," Tony explained unnecessarily. She was still in her suit, mask bunched up around her forehead. He pulled it the rest of the way off, dropping it on the seat beside him. Her lips were slightly parted, eyes shut, breaths coming slowly. "Friday, is a med team ready?"

"Yes, boss." The earpiece told him. Happy kept meeting his eyes in the rearview mirror ...kept staring down at the child in his arms.

Spidergirl. It explained it all. The bruises. The broken ribs. The grace with which she moved that made it impossible to believe her frequent excuse of falling or tripping. She always walked as if she knew exactly where she was going...as if she couldn't fall. And the ease with which she'd stood her ground every time she'd been threatened. Because Spidergirl was stronger than almost everyone according to what he'd seen in the Youtube videos...except maybe the Hulk. Or possibly Thor. So the girl never had to be afraid...but she had been afraid of one thing.

Him knowing her secret.

Was that why she'd pretended that Spidergirl was deaf? It had to be. Why she hadn't just gone with mute, he wasn't sure. But it had been obvious from the way she'd tried to hide all of her injuries...from the way she'd acted while spending time with the other Avengers. He'd known that she had a secret.

He'd never expected it to be this.

Happy practically floored it as they made their way back to the tower, tires squealing as he pulled into the tower's garage. "You're okay," Tony whispered to the unconscious girl, hoping against hope that it wasn't a lie. He couldn't let her die.

He couldn't stop it.

"You're going to be okay, kiddo. And when you are, we're gonna talk, okay? I'm right here...I'm getting you help." Penny didn't stir, not even when he kept pressure on her stomach, hands pressing hard enough that he knew it had to hurt. As soon as they were parked, three people dressed in scrubs were there, and before he knew it she was being pulled from his arms, and one of them pulled out scissors to cut away the material as the others placed her on a gurney. "Push the spider on her chest!" He ordered, not wanting them to waste time with the scissors.

Without hesitating, one of the doctors did so, and the suit deflated around her. They worked carefully pulling the suit off and leaving her in a tank top and tight shorts. If anything, it made her look smaller. Younger. Like a child. Which she was. She was a child and she was brilliant and sweet and so kind and she'd helped Tony design her own suit and now she was bleeding out on a gurney that three doctors were practically sprinting alongside to get her to the Medbay.

And then they were gone. Tony slumped against the car, hands shaking as he stared at her suit still on the floor. "Boss…" Happy whispered, approaching and placing a gentle hand on his shoulder. Tony just shook his head, focusing on getting his breath to come...on taking deep breaths and staring at the bloody discarded suit and wondering how he was going to fix it. Because that's what he did. He fixed things. He would fix this. He would...he would talk to her. When she woke up. She was Spidergirl and he would talk to her and find out what had happened and…and then what? Let her keep doing this? Could he stop her at this point? Did he even want to? At least if he knew, then he'd be able to monitor her. Be there if she got hurt. There was no way May Parker knew...should he tell her? Would he have to?

Was Penny Parker going to die?

That last thought had him retching suddenly, and he stumped a few feet away from the car, leaning over and losing his lunch on the concrete with a disgusting splatter. Happy was at his side once more, gripping his arm and holding him up, and Tony closed his eyes, shaking his head and wiping his mouth with a shaky hand. "How…" Happy started to ask…

But then something was buzzing. Tony frowned, taking a shuddering breath and wishing for a glass of water as he glanced at her suit. Her suit was buzzing? He approached slowly, leaving Happy and the vomit behind as he crouched down beside the bloodstained suit. Reaching out, he quickly found the pocket and pulled out a cellphone. Penny's. Flipping it over, he stared at the screen.

Harry Osborn.

Tony stabbed the answer button with a numb finger then held it to his ear.

"Penny! Are you okay? I thought he...did he…"

"What the fuck is going on?" He barked, hating how shaky he sounded. Harry was totally silent, a soft intake of air the only other noise for what felt like too long. "You have two seconds to…"

"Is she okay?" Harry asked, voice small.

"No, she's not okay! She has a bullet in her fucking stomach, now you're going to tell me what the hell happened to her or I swear to god I'm going to find you and…"

"She...she was…" Harry's voice broke off, and it sounded like he was moving. When he spoke again, it was in a whisper. "She was bugging my dad's office."

"What?" Tony asked, the word coming out cold and furious.

"It was...it was my idea. I thought...my dad had something to do with the shooting and...and she said she knew Spidergirl and that...that Spidergirl could do it…but there must have been a silent alarm because my dad came home…"

"Did you know?"

"She never told me but…"

"But what!" He snapped, practically gasping for air. He had to breathe. Had to focus because Penny Parker was bleeding to death somewhere in his tower and he needed to be with her and know that she was okay but first he needed to know who had shot his kid and if Harry had anything to do with it. This was no time for a panic attack. He had to keep breathing.

"I...I thought...I saw her. At the gala. She drank almost that whole glass and it was poisoned and...and she didn't…"

The gala. Where he'd been poisoned. Penny...he thought he'd seen her drink the poisoned drink...but she'd assured him that she hadn't. Because of course she had. Because she could let him know. Because...because why? Why hadn't she trusted him? Even later...even after she'd known him. He could understand why she wouldn't at first...but now? After they'd talked and she'd known him and trusted him...why hadn't she trusted him? Why hadn't he paid more attention? Why hadn't he connected any of the dots right in front of his face?

"I tried...I tried to text her. I tried to stop him." Harry whispered on the other line, sounding the way Tony felt...on the verge of losing it. "I tried…"

The thing was, Tony believed him. He'd seen him with Penny. He'd seen the way that Harry had looked at her. He'd watched them talking, and he'd seen them dancing...how she'd laughed and how he'd smiled at her and...and Tony thought that Harry liked her and that she liked him back. Norman Osborn was one thing. But Harry had seemed genuinely nice. He didn't think that the kid that had asked Penny to dance would have let anyone hurt her.

But that did give him his answer. Norman Osborn had shot her. And Tony was going to take him down.

"Is she going to be okay?" Harry asked softly, still whispering.

"I don't know," Tony told him, not wanting to lie. Because he didn't. Not really. He promised to keep the kid updated then hung up, pocketing her phone and moving toward the elevator, Happy on his heels. Tony couldn't help worrying a little. Did Norman know that his son had helped Spidergirl? If he did...would there be repercussions?

The elevator took him right to the Medbay, and he dropped into a hard plastic chair, Happy sitting beside him. Suddenly he looked down at his hands and froze. Blood. He was covered in blood.

Jumping up, he raced to the bathroom, dropping to his knees in front of the closest toilet and throwing up bile as it hit him. Really hit him. Penny Parker. Penny Parker, his favorite intern, was Spidergirl and she had been shot and...and she might die. This was real. It was too real and his chest hurt and he...he didn't know what to do.

His shoulders shook and he covered his eyes with red-stained hands, sobbing as he sat down, back resting against the side of the stall. He kept seeing her...kept seeing the teenage girl who was literally coding her own AI bleeding out on the ground, hand pressed to her chest, apologizing over and over before going limp. "Not her." He whispered, pleading with someone...anyone. "Not her, please...please...not her." She was too bright and too kind and too good...both as Penny Parker and as Spidergirl. The world couldn't stand to lose her. Tony couldn't stand to lose her.

It wasn't long before there were footsteps, and someone was touching his shoulder. He didn't have to look up to know who it was. The toilet flushed, and then a cool rag wiped his face, moving over his mouth for just a moment before the woman sat down beside him, an arm going around his shoulders, a head pressed to his.

"She's in surgery." Natasha murmured after a moment. "They're trying to remove the bullet. They had to use Cap's stuff to keep her under."

That's why she hadn't wanted to go to the Medbay when she'd been hurt...why she hadn't wanted anyone to take blood or run tests. Because she was enhanced. Had she always been? Would he ever get to ask?

"Helen just arrived. She's lost a lot of blood, but we have blood on hand to give her." She told him, voice as soft and calm as ever.

"I should have known," Tony whispered, but Natasha shook her head, squeezing his shoulders.

"I've been researching her for months. If anyone should have known it was me." Tony wanted to ask if she was going to make it, but Natasha wouldn't know any more than he would. "Sam is in there with her. And Helen is almost here. She's...she's strong. I've seen the videos. You have too. Spidergirl is...strong. So strong. And Penny is a tough kid."

Penny was a tough kid. She was a sweet kid and a brilliant kid and a good kid...but she was also just a kid. A kid that a billionaire had shot in the stomach. Who had been dying alone in an alley when Tony had reached her. Who had apologized over and over...who had tried to smile at him with blood staining her teeth and dripping down her chin.

Nat got him to his feet, a firm arm steadying him. Silently, she led him to the sink, and he put his hands under the warm water, scrubbing the little girl's blood from his hands. She left for just a moment, then returned with a bag with a clean shirt that she must have had someone bring down. "I told the others." She said as he pulled his bloody shirt off, dropping it in a heap in the corner. He wanted to burn it. "I had to."

He just nodded. Of course she'd had to tell them. No way this could be a secret now...not from them. But what about May? Where did she think Penny was? He would have to call her...have to tell her something.

When his hands were clean, Natasha led him back out to the waiting room where Happy sat, looking shell-shocked as he stared at the floor. Tony sat beside him, with Nat taking the seat on Tony's right, the three of them sitting in silence for just a moment before Happy spoke. "Tony...what happened?"

"She's Spidergirl," Tony told him with a rasp in his voice. He was sure his eyes were still red from crying, and he probably looked awful, but he couldn't bring himself to care.

"Yeah, I got that much." He snapped.

"She was shot."

"By who?" Natasha wanted to know, voice soft and deadly.

"Norman Osborn." Tony felt no guilt in telling her. He'd made his bed when he'd shot a child. He deserved whatever came next.

Steve and Rhodey were the first to arrive, both entering the waiting room at a near sprint. "Penny?" Steve asked. Tony didn't know what he was asking. Still, he shook his head.

"She's still in surgery."

"What happened?" Rhodey asked.

"Spidergirl was trying to bug his office...it was Harry Osborn's idea. He thinks his father was the one who tried to poison me."

"How do we know Harry didn't set her up?" Nat wanted to know.

"I don't think he did," Tony told her, shaking his head and wiping a hand over his face. "But I can't be sure."

Steve and Rhodey dropped into chairs, and one by one, the others arrived, taking their own seats and asking questions that Natasha answered while Tony dropped his head into his hands, hunching over as he waited. He couldn't fix this...he just had to wait. But he would have to tell her aunt. He had to. Her kid was lying in his Medbay and she'd been shot and…

"Tony?" Natasha asked. He glanced up. Thor was watching him, his face grim and worried. Wanda drummed her fingers on her leg. Steve and Rhodey stared at the wall. Clint...Clint had looked strange when he'd arrived. Almost guilty...but Tony knew that the man had kids of his own. Penny had probably reminded him of his own daughter. Sam and Bruce were in surgery with her, along with Helen who hadn't even stopped to say hello when she'd arrived.

"I have to make a call." He whispered, feeling cold as he stood up. His legs shook, and he wanted to drop back down in that chair. Or better yet, force his way back into the Medbay and demand to see the girl...to see for himself that she was still alive. Because she had to be. Penny Parker couldn't be dead. Not the girl he'd made hot cocoa and who had worked with him in his lab time after time and who had dropped into a chair at his bedside after he'd been poisoned, gripping his hand and sobbing. Not her. Not this girl he cared so much about...who he might even...love. "Her aunt needs to know."

"Are you going to tell her the truth?" Natasha asked. He shook his head, well aware of all the eyes on him.

"I'll tell her that Penny was shot close to the tower...but I won't tell her secret."

He would let Penny tell her aunt herself. He would give her that choice and pray with every fiber of his being that she got the chance to make it.

_**Thank you for reading!**_


	33. Tony's Interlude Part 2

_**Thank you so much to everyone who has been reading and reviewing! Here is a special surprise second chapter for the week :) **_

_Tony's Interlude Part 2_

Tony leaned against the wall in the corridor, his phone clutched in his hand as he stared at the opposite wall. Fifty feet away was the door that led to the waiting room where most of the Avengers waited for Penny Parker to come out of surgery. He had no idea what they thought of all this. He knew they cared about Penny...had worried when they, too, had thought she was being abused. He knew that the ones that had met Spidergirl liked her and wanted to invite her to come around more.

But he didn't have time to consider their thoughts. May Parker needed to know what was going on. And Pepper...he needed to call Pepper. But when he looked at his phone, the first thing he saw was a text from her.

"Natasha told me. I'm on my way."

Thank god for Natasha.

He didn't reply just yet. Instead, he took a steadying breath and dialed May Parker. He thought she might be at work, but wasn't sure. He didn't have her schedule memorized, although Nat might. It didn't matter. He'd call until he got her. But she didn't answer the first time, and he hung up when her voicemail prompted him to leave a message. He didn't. This wasn't the kind of thing you left a message for.

"Friday, get me the number for May's direct supervisor at the hospital."

"Got it, boss." He waited for a moment, leaning against the wall and waiting for a few seconds, feeling them tick by agonizingly slow. He was vaguely aware that his chest hurt. And that he was breathing too quickly, and that the more seconds passed, the worse it got. But it didn't matter because May Parker needed to know that her niece had been shot and was in surgery. He had to tell her. Because if he didn't and the kid…

No. He couldn't think that. Penny now had access to the best doctor in the country. Possibly the world. Helen was number 1. And if Penny could be saved, she would save her. Penny would be saved. She had to be. Because she was fourteen and because she was a hero and because Tony...he cared about her more than he'd ever cared about a kid before. He might even…

"Boss, now dialing Jason Sanchez's office, May Parker's direct supervisor."

"Thanks, Fri."

"Queens Memorial Hospital, this is Dr. Sanchez's office. How can I help you?" A receptionist answered, and Tony figured that was close enough.

"This is Tony Stark. I need to speak to May Parker about her niece's internship right now. It's an emergency."

For a moment he worried that the man might start questioning him...he sometimes had a bit of difficulty getting through to people that yes, he actually was Tony Stark, and no, he wasn't some bored guy making prank calls. On an average day, it could be anywhere from funny to kind of annoying. Right now, it would be unbearable. Thankfully, though, the man seemed to believe him. "Of course, Mr. Stark. I'll put her on right away. One moment."

And then Tony was listing to hold music. He sighed, closing his eyes and trying one of those deep breathing exercises that Pepper was always trying to push on him. It sort of worked...but he couldn't quite focus. Not with a jazz version of some Elton John song playing in his ear.

"Tony?" May's voice started him, and his chest went tight again. It kept hitting him over and over...Penny had been shot. Penny was Spidergirl. "What's going on? The receptionist said it was an emergency."

"May…" The words stuck in his throat. Immediately he could feel the change in the atmosphere.

"What happened?"

"Penny called me...she was...she was close to the Tower and...she...someone shot her." There was absolute silence. "I have her at my Medbay. I have Helen Cho...she's the best. In the world. And...and Bruce Banner. They're both...they're with her. She's in surgery and…"

"Where?" May asked, her voice shaky and terrified and Tony clenched his hand into a fist at his side. "Where...where was she shot?'

"I think you should come down here."

"Tony!" She cried, voice breaking, and he put a hand over his mouth, closing his eyes and taking slow, deep breaths.

"The stomach."

She screamed then, a wordless, agonized cry that brought tears to his eyes...tears that had been ready to fall ever since he had found her bleeding out in the middle of an alley, apologizing to him over and over. He'd made her hot chocolate. They'd sat together and ate and talked and he'd...he'd been started to feel like she could be his...his mentee. His...something.

May was sobbing on the other end, and he held the phone away from his ear with a shaky hand, feeling like a coward. People who got shot in the stomach died. He knew that. Everyone knew that. But Penny...she was enhanced. She was Spidergirl. So...so that had to make a difference! Right?

"May...I'm...I'm sending someone to the hospital to pick you up. Penny's driver. He'll be there soon. She...she's in good hands. The best hands."

May took a shuddering breath and seemed to be trying to gather herself. "Okay...okay…" May whispered.

Tony wanted to tell her that Penny was going to be okay...but he had no way of knowing that. He couldn't lie to her.

Back in the waiting room, he took his seat once more. "Can you get her aunt?" He asked Happy who nodded, probably glad to have something to do. Steve waited until he was gone to speak.

"Did you tell her aunt?"

"I told her that Penny had been shot."

The man nodded, then spoke more hesitantly. "Did you know?"

"That my best intern was also a fourteen-year-old vigilante in her free time? No. I didn't know." He told him, voice sounding almost bitter. Had Penny not trusted him? Had she been scared? He knew she'd been scared when she'd been shot ...when she'd landed in that alley and her AI had called him and she'd brought a hand to her chest, signing 'sorry' over and over. She'd been scared then.

Clint stood abruptly, jaw tight as he looked around, then he turned and hurried over to the coffee machine where he stood for a moment, hand resting on the front before he selected a drink. Tony watched him while he waited for the machine to make his coffee, the cup dropping into the slot and the liquid pouring. Natasha watched him too, eyes narrow, and when he grabbed his coffee, taking a long swig, then throwing the rest in the trash, she swallowed hard.

"Clint?"

He didn't look at her. DIdn't look at any of them.

"Did you know?"

He didn't look up when he nodded, and Tony felt his blood run cold.

"Did she tell you?" Tony demanded. Had she confided in Clint?

Clint shook his head. "No." He whispered, moving back to his chair and dropping into his seat. "Spidergirl's sign language was...it was off. Not like someone who spoke it as a first language. She slipped up...I can't even remember which word and...and I followed her one night. Back to her apartment."

"And you didn't tell anyone?" Tony asked, voice dangerous and soft.

"It wasn't my secret to tell!" Clint cried. "She was doing fine as Spidergirl and...and she was scared. I didn't want to out her. But I kept an eye on the news and the police scanners...I was always ready to back her up if she needed it."

"You should have told me." Tony's words were still so soft and still so furious and he had no idea if he was angry or hurt or just broken from the pain of not knowing if the kid was going to pull through, but either way it hurt, deep in his chest.

"I know that you love her," Clint told him, the word startling Tony. He hadn't thought it...hadn't dared. "I know she's...she's like your kid but...I thought she'd be the one to tell you. She trusted you, that much was obvious. And...and I think she would have gone to you herself soon."

Tony closed his eyes, wanting to block it all out. He wasn't good at this. Wasn't good at waiting and wasn't good and caring this much about people and wasn't good at not being able to do anything to help those people he cared so much about. Because he cared so much about Penny Parker. Maybe...maybe he loved her. The moment he thought it, something clicked. It was the truest thing he'd ever thought. He loved Penny Parker. He loved her like he would love his own kid. He loved her and he needed her to be okay or he didn't know what he'd do.

Neither Pepper nor May had arrived when Helen stepped out into the waiting room about fifteen minutes later, her lips pursed, hands clasped tightly in front of her. Tony stood before he was even aware of it, Natasha's hand falling from his shoulder. It had been totally silent for the most part, and all eyes were on Helen. "Is she alive?" Tony asked first thing, hands shaking at his sides. Helen hesitated, eyes going over all of the Avengers watching her, then nodded.

"She's alive, and I think she's going to stay that way."

He would have collapsed in relief if Rhodey hadn't jumped up, grabbing his arm and holding him up.

"Is her aunt here?" Helen wanted to know.

"She's on her way."

"Okay. Would you come with me?"

Tony nodded, pulling away from Rhodey and hurrying over toward her, desperate to see the kid. To see for himself that she was alive. Before he reached her though, he turned back to Natasha. "If May gets here…"

"I'll take care of her," Nat promised, her own relieved smile matching his. Even though he'd been sitting for almost an hour now, he wanted to sit back down. His legs felt weak and his whole body was tired and he just wanted to sit down next to Penny and have her wake up and just...talk to her. Ask her to explain. Would she talk to him? Would she trust him?

Some part of his brain wondered how this could be real. How he could have possibly missed this. But he knew it was real...knew he'd screwed up, and now he would have to figure out how to fix it. Because that's what he did. He fixed things. He would fix this. Somehow.

"We were able to get the bullet out. She woke up during surgery...Steve's meds weren't enough to keep her under...I need to get a blood sample so that I can start working on medicine that will work with her metabolism."

"She woke up…"

"I got her back under. In the meantime, I got the bullet out and sewed her up. She needed a lot of blood...we're going to need to restock. There's a risk of infection and I'm going to keep an eye on her for...okay, I'll be honest with you. I have no concrete idea how long this is going to take to heal. If she hadn't been enhanced, she would be dead, but I haven't been able to study her enhancement."

"It's...it's fine. She can stay as long as she needs. Just...thank you. So much. I just...I can't thank you enough."

"It's what you pay me for."

"Helen…" He paused, grabbing her arm. She turned, and for the first time, he realized that something was wrong. She looked shell-shocked. "What happened?"

"She woke up in surgery." He nodded, jaw clenched. "She was...she was screaming…" Helen shook her head, lips pressed tightly together. "While I was cutting into her."

"You saved her life," Tony told her, squeezing her arm gently. "If it weren't for you, a fourteen-year-old girl would be dead. Spidergirl would be dead." Helen sniffed, nodding. "No one else could have done what you did." He knew that it was true...no one else could have saved her. And Helen had watched her wake up on the table. During surgery. Penny had woken up during surgery and she'd been screaming and Tony didn't think he could bear to think about that...must less see it.

"She going to need to stay in bed until I clear her to get up...she could tear her stitches. I'm not sure how long she'll take to heal, but I have to imagine that it won't be as long as a normal human. Um...unenhanced human." She waved a hand. "Do you want to sit with her?"

"Yeah." He nodded. He needed to sit with her. Needed to see her. Needed her to wake up.

Helen led him down the long hallway to the rooms in the back, finally stopping at a door on the left. She glanced over at him, then opened the door. The room was dim, and he could see her bed in the corner. "When her aunt gets here, I'll talk with her before I bring her in, okay? And we're not telling her that her niece is enhanced?"

"Right." He murmured.

"Okay. I'll brief the others too." She patted his shoulder and gave him a quick smile. "Go sit with her. Talk to her. It'll help."

He didn't know if it would help him or Penny, but either way, he was more than ready to see her. He heard her shut the door behind him as he stepped into the room, and the light got just a bit dimmer. Tony could still see her though. She was lying in the bed, a blanket up to her stomach, nasal cannula wrapped around her face. Beside her was an IV pole and a needle disappeared into her left arm. There were obviously bandages under the gown she was wearing, and her finger had a heart rate monitor attached. Her hands rested limply on the blanket, and her chest rose and fell regularly, and he could have collapsed in relief.

Instead, he grabbed a chair and carried it over to her bedside, dropping onto it and leaning forward, reaching out and hesitating for a moment before resting his hand on her right one. He didn't know what to say...where to start. But he had to figure out what he was going to say to her when she woke up. Because he couldn't scare her off...couldn't let her think he was angry. He couldn't be like his own father. He wasn't going to yell at her or berate her. He had to make sure that she knew she could trust him. She could. She could trust him. And...he could mentor Penny Parker and Spidergirl at the same time.

She was alive. That was all he really cared about.

Penny's hand was cold and he stood, moving over to the closet and opening it to pull out a quilt. Shaking it out, he lay it gently over her, as if the extra weight might hurt her. She didn't stir, and he tucked it around her shoulders, careful of the IV in her arm. "There you go, kiddo." He murmured, sitting back down in his chair. "May's gonna be here soon...I didn't tell her. Hell, I don't know if you can even hear me but I had to tell her that you got shot. And...Harry called. He told me it was his dad, so, uh...Nat's probably going to murder him. The Avengers know now...uh, Clint already knew, apparently. But...we aren't going to tell anyone else. We've got your back, Spidergirl."

May arrived not ten minutes later. Helen was the one that opened the door, and May approached the bed, the tears already running down her face. Without a word he jumped up and moved out of her way, letting her take his chair. She grasped the girl's hand, pressing her forehead to it for a moment, shoulders shaking, and Tony decided to take a risk. Stepping forward, he put a hand on her shoulder, squeezing gently just like he'd squeezed Penny's.

"Helen was able to get the bullet out and she's doing really well. She might even wake up tonight."

May shook her head. "Why...why was she even here? I...I thought she was staying with Ned!"

"I don't know." He admitted. "I just...she called me. Helen is the best in the world and she was nearby." May stood then, placing Penny's hand back on the bed, then turning to Tony. "I thought it would be better than taking her to the hospital...no insurance to deal with or any of that crap. Plus it was closer. And I had Helen and Bruce and Sam all on hand so…" He shrugged, about to try and make another excuse for why he would have brought her to the tower rather than the hospital, she took another step toward him, throwing her arms around him and burying her face in his shoulder. He stiffened, then patted her on the back, relaxing a little.

"Thank you." She whispered, sniffing a little. "Thank you so much. You saved her life. Thank you."

**Thank you so much for reading!**


	34. The Truth

_Thank you so much to everyone who has been reading! I hope you enjoy the new chapter!_

**The Truth**

Someone was holding her hand. Penny wasn't sure why. She knew that she was in bed, and that there was a warm quilt covering her. She knew that her stomach hurt and that her whole body felt strangely heavy and that her brain didn't quite want to put any of these puzzle pieces together. She groaned a little, trying to roll over, but that only made her stomach hurt more so she went still, and a hand landed on her shoulder. "Easy, kid. Stay still."

"Mkay." She muttered, and there was a soft chuckle to her right. She relaxed into the pillows, sighing softly when that felt a little better, and she slept again.

She didn't dream...just drifted. Occasionally her brain would try to piece together the things she was feeling. Her stomach ached. Not terribly, but it was there, dull and pounding…and she remembered pain. Real pain...pain and fear and screaming and hands holding her down and looking up into the face of a woman she sort of recognized who stared back at her in horror.

It didn't hurt so much anymore though, as long as she was still.

A familiar hand touched her cheek. She knew that hand...knew her aunt's soft, sad voice. "Baby...you're going to be okay...it's okay. I'm here…".

Penny wanted to ask where exactly 'here' was and wanted to know what had happened to her. She didn't remember...couldn't remember any sequence of events that would have led her here. She just remembered general things. Who she was. What she was. She thought she might be in a hospital, but she was too tired to care.

"...wake up soon. She...the drugs we…".

Penny thought she might be missing something. Still, her aunt was there. She could tell by the hand holding hers.

"Thank...so much….I'm...can never…".

Penny grimaced, irritated by the way the world sounded...like she was underwater. Waves seemed to crash in her brain and the world was so far away but at least it didn't hurt.

And then it did. It ached in a sharper way, and she groaned, bringing a weak, shaky hand up to her stomach and finding what felt like a bandage there under a blanket.

"Penny?" Her aunt asked, sounding almost desperate. "Baby?"

"Mhm?" Penny asked, not sure where she was but knowing she didn't want to wake up. Not yet. Was it time for school? Would her aunt just let her stay home?

"Are you awake?"

"Yeah." She croaked, although she didn't want to be. She just wanted to go back to sleep. But the hand touching hers was gentle and insistent.

"Can you open your eyes, baby?"

Penny sighed a little, and her aunt laughed softly. "Mkay." She muttered, finally doing what her aunt was asking. When she opened her eyes, she found her aunt's face close to hers, her eyes red-rimmed and underscored by dark circles. "May? Are you okay?" She asked, voice faint and scratchy. May sniffed, nodding.

"Yeah, baby. I'm okay." She murmured, rubbing her thumbs over Penny's hand. "How are you feeling?"

"Um…" Penny blinked at her, yawning and bringing up a hand to cover her mouth but something tugged at her arm. She glanced down at it, frowning. Then she looked around. Was she...in the hospital? "May? What...what's going on?"

"You…" May sniffed, wiping a hand over her eyes. "You were...you were shot."

And that's when it all came back. She stared wide-eyed at her aunt, jaw dropped. Norman and Harry Osborn...Norman's office...and the gunshot.

"You said you were staying at Ned's...you said you were spending the night at his place and...and then you.." May shook her head. "Tony Stark called me at work and told me that you got shot. By the tower. Penny...what is going on?" Penny dropped her eyes, lips pressed together as May started to cry, and her own eyes filled. "What...why are you doing this? Why are you lying to me? And...and sneaking out? What is going on? Are you...are you on drugs?"

"What? No!" Penny cried, head jerking up at that.

"Well, then what? Why do you keep sneaking around?"

"May…" Penny whispered, shaking her head as tears overflowed. Her aunt put a hand on her cheek, moving in closer.

"You have to tell me, Penny. The truth. I mean it. It's just you and me, and...and if you don't tell me what's going on...I don't know what to do. Because...because you're all I have left and I cannot lose you and you were shot. You...you almost died, Penny. I had to have Tony's driver bring me here because you had been shot in the stomach and people don't survive that. They die. I almost lost the last person I had left and I need to know why. Right now."

Her secret weighed heavy on her...it pressed against her chest and it wanted out. She had kept it quiet for so long and she'd lied to her aunt so many times and...and Mr. Stark knew now. That thought hit her hard. Mr. Stark knew who she was. Because he'd found her bleeding out in an alley. He knew she was a liar. And now...now May knew for sure that something was wrong and her stomach ached and she couldn't think of another lie. Not here...not laying in this hospital bed with her aunt crying at her side. She was all out of lies.

"I didn't want you to know." She whispered, sniffing and dropping her head.

"Know what?" May urged. "Please...Penny...you have to tell me."

"You're going to hate me." Penny half-sobbed, shaking her head. And she remembered what she was. A liar. Selfish. Stupid. Why had she thought that she could do this? Why had she believed that she could be a superhero?'

May placed her hands on her cheeks, leaning in and staring right into her eyes. "Never. I could never, ever hate you. Never. No matter what you've done. No matter what...I will never hate you. You're my girl, Penny. My baby. And I love you. You can tell me. Whatever happened...just tell me and we'll figure it out. And if I can't figure it out, we'll get Tony in here because he's a billionaire with unlimited resources." She finished with a tiny, wet laugh.

Penny pressed her lips together. She didn't know what to say or how to say it. How was she supposed to form those words when she'd kept them locked away for so long. "I…" She shifted on the bed, wincing at the motion and wishing that they could wait to talk about this...just for a while. But she knew that May deserved the truth. And Mr. Stark already knew. He knew who she was and who knew how he was going to react. Surely he wouldn't want anything to do with her after this. Penny took a deep breath, and it caught on a sob. Closing her eyes, she looked up at her aunt and forced the words out. "I...I'm...I'm Spidergirl."

For a long time, there was silence. May's lips turned up into a funny little disbelieving smile like Penny was playing some kind of joke on her. But then, when another tear escaped from Penny's eye and trailed down her cheek, her aunt's face seemed to lose all color. "You're...you're Spidergirl," May repeated slowly. "From the TV...the...the vigilante?"

"There was this field trip to Oscorp and...and...there was this spider. It bit me. It was...it was radioactive. And...then...then I had...these powers and I didn't...I didn't know what to do and...ad I could help people and…" May was staring at her in growing horror ad Penny shook her head. "I'm sorry. I'm so sorry I lied to you...and I lied to Mr. Stark and all the others. He didn't know. I swear...he didn't know."

May put her head in her trembling hands, closing her eyes and letting out a soft sob.

"I'm so sorry...May, I'm sorry...I didn't...I didn't mean to lie to you but I knew you'd be so scared and...and I was with Ben when he...when he died and it was my fault...I could have stopped it but I was so scared and I froze and…" Penny put her own hands over her face and whimpered.

She started to sit up again...to curl up in a ball, but her whole midsection ached and May rushed to hold her down. "Don't...you have to stay still." She whispered, tears pouring down her face. "Baby...Penny...it was not your fault. No." She snapped a little, forcing Penny to look at her when she went to shake her head. "You cannot think that...you can't. It was not your fault!"

"I just stood there." Penny whimpered, closing her eyes and shaking her head.

"It was not your fault."

"I had superpowers! I could have stopped it!" Penny finally cried, meeting her aunt's gaze head-on. "It's my fault. I had the power to stop it and I didn't so it's my fault! It's my fault he's dead and you lost him and...and now you're stuck with me and…"

May shook her head, running her thumbs over Penny's cheeks, then climbing into the bed beside her as gently as she could. "No...Penny...Penelope, no..." She wrapped an arm around Penny in the narrow bed and the girl rested her head on May's chest, her breath coming out in painful sobs that hurt her stomach. "You couldn't have stopped it…"

"I could have!"

"No. You couldn't have. Because he had a gun and you were a child and you were scared. It wasn't your fault. None of it was your fault. And I am not stuck with you. You are my daughter. My child. You can't stop every bad thing from happening, baby. You just can't."

Penny gripped her aunt's shirt in her fist so hard that it might have ripped, but it felt like her arms were the only things holding her together...like if she let go, Penny might fall apart. So she held on and sobbed, and May rubbed her back, rocking them back and forth. "I'm sorry. I'm so sorry."

"I know, Penny. I know you are. It's okay. It's going to be okay."

And, strangely enough, Penny felt a little lighter as she drifted back to sleep. She doesn't know if she dreamed any of it...doesn't know if it's real. But it felt real, so she lets her eyes close and lets herself slip back into nothingness for a while.

She hears voices after a while. Familiar ones. They don't wake her...just play themselves out in her dreams. "Are you okay?"

Then her aunt, sounding like she was crying. "Yeah...yeah she...she told me…"

"She told you…"

"The truth."

There is silence for a while, and in her dreams, she curls up at her aunt's side on Mr. Stark's sofa, and he sits on the ottoman across from them. "The truth." He repeated.

"Yeah. The truth." May sniffed, and Penny wanted to hold her hand...wanted to apologize again. "She said you didn't know."

"I didn't." He admitted. "I should have. I should have figured it out. I would have…"

"Stopped her?" May asked.

"I don't know. She...Spidergirl...she could be great. And...and she's…" He trailed off, but May didn't say anything. Just waited. So he continued. "Penny is brilliant. She'll be the best of us. And Spidergirl...she's...she the exact kind of hero this world needs."

"She's...she's fourteen. You can't expect my fourteen-year-old…" Her words broke off. "Penny, she's...she's so good. And she's...she is brilliant. But she's a child."

"I know. I know...and I swear, I had no idea that she was Spidergirl. But...now that I know, I can protect her."

"How?"

"I can't ask her to stop."

"I can!" May cried, and Penny felt her aunt tighten her hand around Penny's.

Mr. Stark's voice was almost sad when he answered. "Would she listen?"

Penny drifted for a little longer...her aunt stroked her hair every so often, and she felt her kiss her forehead. Finally, though, she heard Mr. Stark again. "It's late. You need to get some sleep."

"I can't…"

"There's a room next door. Food waiting for you. A bed. You need to sleep. You've been here all day."

"But...if she wakes up…"

"If she wakes up, I'll be here with her." Mr. Stark told her, voice gentle. "I promise. And if she asks for you, I'll come get you."

There was a long moment of silence...and then a hand brushed her hair back. "Okay. I'll be right next door, baby. I love you so much." A kiss pressed against her temple, and then someone else was in the chair beside her. A familiar smell...not her aunt, but something else familiar.

"Hey, kiddo." A hand touched the back of hers...two fingers brushing lightly against her skin, and she finally managed to open her eyes.

"Huh?" Penny asked, blinking up at the ceiling then turning her head to look at him. She'd been awake before. She sort of remembered...but not quite. She had told May the truth...because she'd had to. And Mr. Stark knew too. Penny sighed, closing her eyes and dropping her head back on the pillow and fighting the urge to swear aloud. He knew. He knew who she was. And despite the fact that May didn't hate her yet, Mr. Stark probably did. "Oh."

"Yeah...I was wondering how much you'd remember." He told her with what sounded like a sad smile.

She didn't know what to say. Didn't know if she should start with an explanation or an apology, so she went with the apology. "I'm sorry."

"Don't." Mr. Stark shook his head. "No more apologies. God, kid...it was bad enough when you were…" He waved a hand. "I...I know. I know you're sorry. But we need to have a talk. If you're feeling up for it. You did get shot two days ago so...I wouldn't blame you if you weren't."

"I'm fine." She assured him, lowering her eyes. She'd already told her aunt everything. But now...now she had to tell Mr. Stark which was even scarier.

"You were shot. In the stomach. Less than a week ago. So forgive me if I don't believe you." He told her dryly. But there was something else in his voice. Something sad and concerned and afraid.

Penny stared down at her hands, shaking her head. "I'm sorry I lied to you." She told him softly, squeezing the blanket in her hands. "I didn't want to lie to you."

He sighed, and then, to her surprise, he took her hand, squeezing gently. "Yeah?"

"But then...it was after I applied to the internship...a month before I got accepted. We went on a field trip to Oscorp and...and then I had these powers and I couldn't...I couldn't not use those powers to help people...not after Ben." The had on hers squeezed again, still gentle...still careful to avoid the needle stuck in the back of her wrist. "I...I couldn't save Ben. And May says it wasn't my fault but…"

"It wasn't." He cut in seriously. "It wasn't your fault."

"I had superpowers!"

"You were a kid. You're still a kid. No one would have expected you to be able to save him from a man with a gun. Hell, kid, you'd had your powers for what? A few weeks? If that. You couldn't have known what to do."

Penny just shook her head. He was wrong. They were both wrong. But it didn't matter. "I started going out after that...after school or after May was in bed. And then...then I got the internship and you were trying to help Spidergirl and...and you let me help with the suit and...and I didn't know...I didn't know how to tell you."

Mr. Stark was silent for a moment, and the two of them sat in that thick silence as Penny cried...her tears running down her cheeks. Finally, though, Mr. Stark reached out and ran a gentle finger under her eye and wiping the tears away. "I'm not mad at you." The words stunned her, and her eyes flew up to Mr. Stark's. "I'm not. I...I was fucking terrified. But I'm not mad. Hell, how could I be mad at someone deciding to be a vigilante? It's exactly what I did. But...but if you're...if this whole Spidergirl thing is going to keep happening, then we have to talk. All of us. Your aunt and you and me. There have to be rules. You have to let me help."

Penny stared at him for a moment, jaw dropping. "You...you're going to...to help me?" Never, in any scenario, had she ever thought this would be his reaction. She'd been expecting yelling. Anger. Betrayal. She'd expected him to burn her suit in front of her and take away her internship. But now...he just sat there, looking at her like he cared about her. Like...like Ben used to. But that was a dangerous thought.

He softened, lips turning up in another sad, gentle smile. "Of course I am, kid. I'll always help you."

**Thank you for reading!**


	35. The Avengers

**_Thank you all so much for reading and reviewing! I hope you enjoy the new chapter. _**

_The Avengers_

Two days after she woke up in the Medbay found Penny sitting on the sofa in Mr. Stark's living room, legs crossed as she worked on homework. In front of her was a green smoothie that she had almost finished, left in the fridge for her by Mr. Stark that morning. It was surprisingly delicious despite the color, and was probably packed with all the nutrients she'd need to finish healing. The official alibi was that she had the flu, as Mr. Stark wanted Dr. Cho to sign off before she left the tower...and no one had really said anything about her going back to her Spidergirl patrols. Mr. Stark had promised to help her and she believed him...but May had been quieter. She'd had to go back to work the day before, and despite the fact that he was probably freaking out and Penny hadn't been able to give him all the details, Ned had been emailing her the one work she was missing.

She hadn't seen much of Mr. Stark. Hadn't gotten to talk to him much since she'd been allowed to get out of bed. Pepper had set her up in the guest room that she'd used before and was starting to think of as her room, and she'd spent most of the previous day in bed, trying to stay awake for long enough to eat...and maybe have conversations, but not so much. Today was the first day that she felt a little better, and she had moved from her bed to the sofa as she worked through her Chemistry homework. She hadn't exactly gotten permission to do that...still, she'd assumed that Friday would say something if she was doing something she wasn't allowed to.

Despite her best efforts, her attention kept wandering...wandering over to her phone. To the last text that Harry Osborn had sent her. "Please call me."

Harry knew who she was. Harry and Mr. Stark and the Avengers and May...everyone knew. And, sure, no one had screamed at her yet. But...but the more people that knew the more dangerous it was. She hadn't even been sure if she'd trusted Harry. And what was she supposed to say to him now? He must have suspected her before…of course he had. But now he knew.

How had his father known that Spidergirl was in his office?

Penny heard the footsteps before she saw the person, and glanced up from her phone, wondering who it could be. Mr. Stark and Pepper were in a meeting...Mr. Stark had left her a note, letting her know that they'd be home by 3 but to have Friday call if she needed anything. She'd slept until almost eleven, which was unusual but as May had assured her, she needed all the sleep she could get to heal. She'd kind of assumed as much from all the times she'd crashed hard after patrols and had woken up with her various bruises faded...and the nights she hadn't been able to sleep, and the bruises that had persisted for days.

Penny stared at the hallway, eyebrows lifting when she saw Clint Barton walk into the living room, dressed in sweats and a t-shirt with a wolf on it that reminded her of something that Gina from Brooklyn Nine-Nine would wear. He paused when he saw her, seeming to think for a moment before lifting his hands. "Hey, Spidergirl." He signed, and she sighed, a reluctant smile turning the corners of her mouth.

"What gave me away?" She signed back, tilting her legs so that her notebook with her phone on top didn't fall off of her lap.

He thought for a minute. "You're good, don't get me wrong...but you don't sign like it's your first language."

"Maybe I lost my hearing later in life." She suggested, and he smirked.

"Maybe." He allowed. "But then I saw your face when I told you to be careful. You can't hide your emotions without the mask...no offense, kid, but you couldn't cut it as a spy."

Penny sighed and he chuckled, dropping his hands and walking into the room to sit down in the chair, twisting to face her. "How are you feeling?" He asked, speaking aloud now.

"Fine." She muttered.

"You've got a hell of a healing factor then, kid, because you were shot in the stomach a few days ago." She dropped her eyes, not sure what to say...not sure how to talk to him now that he knew. Was he going to tell her that she was stupid? That she had no business doing this? She wouldn't really blame him. "Cho looking after you?" He asked, voice softer.

"Yeah. She's going to see if I can leave the tower today...go back to school."

"And your spider...thing?"

"I'll have to wait a few more days. She has to clear me."

"Good. The last thing you want is to aggravate an injury like that." He agreed. The man didn't seem angry...not really. Just kind of sad. "Look...kid…" He started, swallowing hard, and she waited for it. Waited for him to tell her that she was irresponsible and too young and too stupid. Waited for him to confirm everything she feared about herself. "I'm sorry."

His words took her aback, and she stared at him for a moment, disbelieving. "What?"

"I'm sorry, kid. I...I knew who you were. I knew what you were doing. And I had your back, I swear. I kept up with the police radios...kept an eye on you. But...I should have just told you that I knew. Maybe then…"

"I wouldn't have asked for your help." She told him, lowering her voice, trying to let him off the hook. "I never would have asked."

"I want you to. Look, I know that you and Toy are close, and I'm glad. Hell, you're good for him, and he can help you. But if you need help and you don't want to go to him or if I'm just closer, you can come to me too. For anything. I've got your back."

Penny hesitated. "You aren't...I mean...you're not...mad?"

"No." He shook his head with a small smile. "No one's mad at you kid. We all know what it's like to want to help...to have the power to help. Every one of us works under the weight of that responsibility. And it sucks that a kid has to feel that way...but I don't want you to feel that way alone. None of us do. We're all here for you, Penny. Spidergirl." He shrugged. "Whichever."

"Thank you." It was all she could say...all she could get out without crying like a baby. She was not going to cry. Not over this.

"The team is ordering lunch. You want to join us?"

"Oh...down...downstairs?"

"Yeah. Stark's living room is off-limits for team dinners. Apparently we have the table manners of a, and I quote, Biker Gang." She snorted. "But you're welcome to come down and join us."

Join them. Clint Barton was inviting her, Penny Parker, also Spidergirl, to join them, the Avengers, for lunch. "Um...I...thank you, but…"

"Come on, kid, we all know who you are no. No reason for you to sit up here by yourself."

Penny hesitated, glancing down at her notebook on her lap...and her cellphone. The text from Harry. But she was almost done with her homework, and she had no idea what to say to Harry, so she put her notebook back in her backpack which May had brought her, and pocketed her phone. As she started to pull herself to her feet, he reached out a hand, hurrying to pull her up and then slipped that arm around her when her stomach gave a twinge of pain, his face moving quickly to concern. "Are you even allowed to be out of bed?"

"Eh…". She shrugged. "No one explicitly said I couldn't be out of bed." He sighed but kept the arm around her.

"Is Tony going to be angry when he finds you out of bed?" He asked as they moved toward the elevator.

"I figured that Friday would say something if I did something I wasn't supposed to."

"Can't argue that." He muttered. "Friday? Can I take her to lunch downstairs."

"Boss has not said that she was restricted to bed, only that she was not allowed to leave the tower." Penny had a feeling that he'd phrased it that way so that she could go to the bathroom, not so that she could leave the main floor and go eat lunch with the Avengers.

"Sounds good." With that, the elevator doors closed, and Penny gripped the railing, pulling away a little. She didn't want Hawkeye to have to carry her into the living room...bad enough that she'd been shot. Bad enough that she'd lied to them. Surely she could at least walk into the room on her own.

Natasha was the only one she saw in the kitchen, and Black Widow's eyes widened when she saw Penny. "Clint? What…"

"I thought I'd invite Spidergirl to lunch."

"She was shot four days ago." The woman snapped a little, hurrying to get an arm around Penny, incredulous and worried. "Does Tony know?'

"Tony's at that meeting."

"Great. So we're sneaking the kid down behind his back." She murmured, leading Penny over to the sofa, her arm around her shoulder much more gentle than her words.

"I'm fine...really. It barely hurts anymore." Penny lied just a bit. Natasha gave her a long look, then seemed to soften.

"I'm glad...but you still have to be careful." She warned as she eased Penny down.

"I thought she might be hungry." Clint offered, leaning on the back of the sofa. "Found her doing homework alone."

Natasha hesitated, then nodded. "As long as she stays on the sofa."

"I'll make sure of it personally," Clint promised with a grin, dropping carefully onto the sofa beside her. There would be plenty of room for everyone...it really was a huge living room with two sofas and plenty of chairs, but it was cozy still...comfortable. Penny didn't feel overwhelmed. Just warm and safe and a little tired. Clint grabbed a blanket from the back of a chair, leaning over to grab it, then draped it over her. "We ordered Chinese if that's okay."

"That's...yeah, thank you." She smiled. "You didn't have to invite me...I mean...I appreciate it, but I would have been fine."

Clint gave her a long look before shaking his head. "You're not alone, kid. Not by a long shot."

He moved past the somewhat cryptic statement, asking her about how school had been going...how things were at home. She assured him that everything was fine, just like she always did. She was missing some school, but it would be fine. She was keeping up with her homework thanks to Ned who she owed a long explanation after all of this. None of it was hard. They had suggested she skip a grade...but she didn't want to leave Ned or MJ.

It wasn't long before the others joined them. Penny heard them as Natasha brought in containers of Chinese food. Steve and Sam were first, Steve's hair wet, a towel around Sam's shoulders. They both froze when they saw her, and she wanted to get up and run. She wanted to leave and go back to bed and hide. Steve's eyes were wide and he stared at her for a moment before seeming to shake himself out of it. "Penny?" He asked, Sam standing silent, just to his left.

"Hi." She murmured, forcing a smile. He quickly schooled his own expression into a smile.

"Hi...it's good to see you up. We thought you'd be in bed."

"I found her doing homework alone upstairs. Thought she could use some food."

"Right...of course."

She waited for him to say something about Spidergirl...about the lies she'd told. He didn't. He just grabbed his own container, taking a seat on one of the chairs, Sam following suit. Thor was next to join them, only pausing for a moment when he saw Penny. Then a smile bloomed on his face.

"It is good to see you well." He told her, sitting in one of the chairs after taking a container for himself. "I was surprised to learn that you were the Spidergirl." She felt herself flush, eyes dropping to her food. "But it makes sense." He continued. "You are a formidable warrior."

"Oh...um...thanks." She murmured, face hot.

"When you are feeling better, you should join us in the training room."

Penny blinked at him, surprised, and, as she apparently had no filter, her mouth moved without her giving it permission. "You aren't mad?" She asked, voice incredulous. His brow furrowed, and the others went quiet. It was too quiet...almost stifling. But Thor gave her a gentle smile. She had always assumed that Thor would be loud and...thunderous. But she knew better now. Thor was quiet and friendly and the smile he was giving her was totally genuine.

"No." He told her. "Of course we aren't mad." She didn't miss the use of 'we,' as if he spoke for all of them. And no one argued. "I understand why you would want to keep your identity a secret, but none of us will tell anyone. Your secret is still safe."

Penny felt her eyes get hot but she wasn't going to cry. Not in front of the Avengers. So she stared down at her food and took a bite of noodles that she barely tasted. It was like...she could breathe. Like, really breathe for what felt like the first time around them. So she did. She took deep breaths and she ate her Chinese food surrounded by Avengers and felt herself relax.

That was where Mr. Stark found them later...still on the sofa, her sitting between Natasha and Clint, a movie on the TV. He lifted an eyebrow when he entered the room, but he didn't scold her for being out of bed. She guessed since she was still sitting down and resting, that she got a pass. "Did anyone save me any lunch?" He asked, voice mild.

"In the kitchen," Natasha told him, pointing that way with a lazy hand. "I got you sweet and sour chicken."

He grabbed his container and joined them in the living room, using a fork to stab the chicken instead of chopsticks, and when he caught her staring, he smiled. "You feeling alright, kiddo?" He asked, and she nodded, meaning it for the first time in a while. They knew. Everyone in this room knew and they weren't mad and maybe everything would be okay.

She just needed to figure out what to do about Harry.

**Thank you for reading!**


	36. Check Up

_**I'm so sorry for the late update. I've been pretty sick lately, and this one was a pain to write, but I hope you enjoy! **_

Check-Up

Penny lay on her back, trying not to shiver in the cold as she stared up at the white ceiling. Gentle hands pressed on her stomach and she flinched, sucking in her stomach subconsciously to try and get away from Dr. Cho's gentle pressing. "Sorry." The woman told her softly. Penny's shirt was pulled up to her bra, and she couldn't help glancing over at the sheet wrapped around the bed in the medbay. "It looks like this is a little inflamed. Are you feeling any pain?"

"Not really," Penny told her, trying to ignore the look the doctor gave her. She was only able to manage for a few seconds before sighing. "Yeah...but only when I move."

Dr. Cho, who had instructed Penny to call her Helen the day before, lifted an eyebrow. "Have you been resting like I told you to?"

"I was just doing my homework on the sofa this morning...and then I went downstairs and watched a movie with the others...but I didn't do anything else," Penny promised, only lying a little. So she'd been walking around the penthouse...surely Helen couldn't tell just by looking at her.

"Bedrest." The doctor ordered, pointing a finger and giving her an unimpressed look.

"Can I be on bedrest at home?" She asked, making her eyes wide and hopeful.

Helen was replacing the gauze on her stomach and taping down the edges but paused, glancing up from where she stood at Penny's side. "Why?" She asked, sounding concerned as she crossed her arms. Penny wanted to sit up...she hated laying there, shirt pulled up over her stomach, while Helen stood over her, but she didn't think she could sit up on her own. Her stomach really did hurt. She was pretty sure she'd hurt herself when she'd gotten up from the couch earlier.

Mr. Stark had been the one to wake her after the movie. She didn't remember falling asleep...all she remembered was finishing her food and then...Mr. Stark showing up...and that was it. But then Mr. Stark had been shaking her shoulder, pulling her out of a sound sleep.

"Is she alright?" Thor had asked, and she'd opened her eyes a crack to see him looking up from a novel...had he been reading a novel before?

"Yeah. Super-healing makes the Spider-kid sleepy." Mr. Stark had told him. "You with us, kid?"

"Uh-huh." Penny had murmured, wiping a hand over her face. "Wha' time is it?"

"Almost five. Helen wants to look you over."

Helen had looked her over every day since she'd arrived, changing the gauze and bandages, and although today was the first day she'd felt awake enough to want to get out of bed, she was already ready to go home. She missed her room and her apartment and her aunt...she missed being in her own home and not an intruder in someone else's. Now the doctor was watching her closely, and she wasn't sure how to answer. Wasn't sure how to be honest...if it would get back to Mr. Stark. Still, the woman was waiting and she didn't have a lie ready.

"I don't want to impose." She told her softly, shrugging a little.

"You are not imposing," Helen told her, shaking her head. When Penny started to argue, she held up a hand. "You aren't. Not at all. You're staying here because I need to keep an eye on you. And Tony is worried about you...all of the Avengers are. Your aunt feels better when you're staying somewhere with a doctor close by.

Penny sighed, not sure how to phrase it so that the woman would understand. Still, Helen had been nothing but kind to her...maybe she could tell her the truth. Try to explain. "I lied to them. All of them. And...and I still haven't talked to Mr. Stark about everything and...and Harry is texting me asking me to call him and I don't know if I can trust him and…"

"You don't know if you can trust anyone." Penny froze, eyes wide, and Helen gave her a gentle smile, her whole face going soft. "I know that when you got your powers, you were alone. And you did everything alone for a long time. But you're not alone anymore. The Avengers want to be there for you. Tony wants to be there for you. The only question is, are you going to let them?"

"I want to," Penny whispered, eyes dropping. "It's just...it was stupid. Trying to bug his office by myself...I mean...I thought I could do it but…" She shrugged. "May's still upset with me and..."

"Do you want to know what I think?" Helen interrupted, holding out a hand and placing the other on her back, helping her sit up. Penny pulled her shirt down, shivering in the chilly room. This was doctor Helen Cho. Of course Penny wanted to know what she thought. About everything. "I think you need to talk to Tony. Explain what you were doing. And then I think you need to talk to Harry." Penny dropped her eyes. "Do you think you can trust Tony?"

"I…yeah. Of course." She nodded. Of course she trusted him.

"Then talk to him. I'm sure he'll understand. And I don't know Harry, but I think that if you talk to him, he will too."

"I didn't want anyone to know." She murmured. "I thought that I could keep Spidergirl and Penny Parker separate and…" Penny shrugged, trailing off and dropping her eyes.

"They're both you, honey," Helen told her, holding out a hand to Penny and helping her off the bed. It was humiliating...she could literally stop busses with her bare hands, but she needed help climbing down from a bed. She flinched when her feet hit the ground and Helen steadied her. "Penny Parker and Spidergirl...they're the same person. And I understand why you want to have a secret identity...really, it's a good idea with the general public. But the people in this building, the Avengers, they're good people and they care about you. Especially Tony. He cares about you like you're his own kid, and I think that if you try to explain, he'll listen."

"Okay," Penny whispered, arms crossed over her chest. Maybe the doctor was right. Besides, Mr. Stark already knew pretty much everything. What would it hurt to tell him who had shot her...and why?

"Now tell me the truth. Scale of one to ten, how much does it still hurt?"

"Six." She muttered reluctantly.

"Alright. Bedrest. In an actual bed. In a reclined position. No more than two pillows." Her mouth twitched up into a reluctant smile when Helen held up two fingers. "And I will be telling Tony."

"Telling Tony what?" Mr. Stark asked, suddenly appearing in the doorway. The doctor must have given him some kind of sign to appear, because he'd waited until she was once more dressed and presentable to enter the room.

"Penny is on bedrest until further notice. Actual bedrest. In a bed. Reclining."

His brow furrowed in concern and he gave Penny a quick once over. "Is she okay?" He asked the doctor, obviously knowing that Penny would lie.

"The wound won't heal if she keeps moving around like she has been. I'm sending her to bed with more painkillers that should make her sleep." Penny pouted but didn't argue...still, she didn't want to sleep. "Sleep is going to speed up the recovery process." The doctor reminded her, her hand still there to support her. "Make sure she takes them with food. No homework until further notice."

At that, Penny did protest. "But I'll get behind and.."

"Would you rather stay in the medbay?" Helen asked, voice mild, an eyebrow raised, and Penny dropped her eyes with a halfhearted grumble. "She's as bad as you, Tony."

The man snorted, moving over to Penny's side to wrap an arm around her shoulders, supporting her without making a big deal about it. Penny appreciated that. "Bedrest in a bed. Got it. Come on, kiddo. Helen's scary when she's angry." He told her with a grin. He was gentle with her as he helped her over to the elevator, Helen sighing under her breath, but there was a smile turning the corners of her mouth. He was always gentle with her...always kind. From the moment they'd first met when she'd burned herself on that coffee...when he'd seen the bruise on her wrist and she'd prayed that he wouldn't follow up on it...and then he had. He'd always been kind. Understanding. With Spidergirl and with Penny Parker. And it was that thought that gave her the courage to speak as the elevator doors shut behind them.

"Mr. Stark?" She asked, tentative as she glanced up at him.

"Hm?" He asked.

"I...I'm sorry…"

"For what?" He asked, eyes narrowing in confusion.

"I should have been more careful." She murmured. He was quiet as Friday took them back to his floor, and he held out an arm, ready to help. She didn't take it, wanting to prove, if only to herself, that she really was fine...that she could walk to the guest room on her own, and he let her, following close behind anyway. They hadn't talked about who had shot her...hadn't talked about any of it, mostly because she'd been asleep for much of the time since he'd brought her to the tower. And May had been by her side for most of the time she'd been awake, other than the brief conversation she'd had with Mr. Stark.

He opened the door to the guest room, face thoughtful, and Penny headed for the bed. Before she could climb into the bed that had, at some point, been made, he was pulling the blankets down, placing two pillows stacked on top of one another at the head of the bed, then holding out a hand to her. She took it, letting him help her climb up, then staying close by while she lay gingerly back, head propped on the pillows. He waited until she was comfortable, then pulled the blankets over her. She hated to admit it, but it felt a lot better to lay down. Her stomach had started to ache and the pain was finally fading a little. Mr. Stark covered her, resting a hand on her shoulder for a moment before taking a seat in the chair at the side of her bed that May had been sitting in before.

"Harry Osborn called while you were…" He waved a hand, looking almost haunted before he quickly schooled his expression. "While you were with Helen...before you woke up. He said that it was his idea. That when he found out you knew Spidergirl, he asked you to have her bug his father's office...because he suspected that his father was behind what happened at the gala." The man crossed his arms, leaning back in the chair. "He also said that he suspected you were Spidergirl...because he saw you drinking the poisoned juice at the gala."

Penny shook her head, eyes wide. "It wasn't his idea." She told him. She couldn't let Harry take the fall for this. "It was mine. After the gala...when I snuck out of the apartment and May called Pepper...I told him that I thought it was his dad and he agreed. And...then we came up with the plan...I would get the bugs from Ned and have Spidergirl sneak into his office while he kept watch. But...then his dad came home early and caught me."

"So it was Norman." He didn't phrase it as a question, but she nodded anyway.

"He didn't know it was me...just that Spidergirl was in his office."

"And his first response to finding her in his office was to start shooting?" He asked, voice dangerously soft.

"Yeah, apparently." She muttered with a sigh. "It's not like we can do anything, though." He lifted an eyebrow. "He didn't shoot Penny Parker. He shot Spidergirl who was technically trespassing."

"Penny Parker is Spidergirl." He reminded her.

"No one can know that, though."

"No one needs to. We'll take care of it." Mr. Stark's voice was oddly nonchalant.

Penny frowned at that. "We?"

"Well...not 'we.' Natasha. She wasn't too thrilled to find out that Norman Osborn had shot you."

"Wait...she isn't going to…" Penny hesitated and he snorted, finally smiling a little.

"She's not going to kill him, if that's what you're asking. But she's going to make sure he's less likely to randomly shoot people, especially local vigilantes." Penny narrowed her eyes, waiting for him to expand on that, but he only leaned back in his chair, watching her closely. "So I was right? At the gala...you drank the juice too, didn't you?"

It took her a moment to catch up with the topic change but she nodded once she did. "Yeah. But it didn't hurt me. Enhanced metabolism. I don't really know how it works."

'Have you talked to Harry?"

"He texted me." She told him, glancing over at her phone that had somehow ended up on the nightstand. "Asked me to call him but…" She shrugged. "I don't know."

"He was pretty freaked out on the phone...when I talked to him. He asked me to keep him updated. Do you think he had anything to do with Norman coming home early and finding you in his office?"

"I don't know." She admitted. "I don't think so but…but if he was…" Penny looked up at him, meeting his eyes once more. Mr. Stark was watching her seriously, hands clasped in his lap. He wasn't angry with her. He didn't hate her for lying to him. He trusted Spidergirl...and it seemed like he trusted Penny Parker too. And she trusted him. She'd liked Harry. She still did. They were supposed to go on a date. Her first date. "If he was the one that told Norman that I was in his office, then…"

"Then it would be dangerous to have any more contact with him." He supplied.

Penny nodded, and he thought for a moment.

"How about this? You get some rest. Maybe text him and tell him that you're fine...and then we can try to figure out if Harry can be trusted."

"How?"

"We could always have Natasha interrogate him." He suggested with a smirk, and she couldn't help giving her own smile.

"Think that would work?"

"Natasha could get anything out of anyone." He assured her.

"Would she be cool with torturing a minor for information?"

"For you? She'd be happy to." She had to laugh at that, and he patted his hands on his legs, pushing himself to his feet. "Alright, kiddo. You need to get some rest. I'll talk to Nat...see if she can tell me anything about Harry, and then I'll get you something to eat."

"Oh, you don't have to…"

"Enhanced metabolism, kid, remember? I know how much Steve has to eat every day...if I weren't a billionaire he would have eaten me out of house and home years ago. I'll be right back. If you want to watch TV, just tell Friday."

Penny waited until he was almost to the door, lips pressed together as she debated with herself. But she trusted Mr. Stark. She really did. And this was important. "Mr. Stark?" She asked, right before he left the room. He paused, glancing back at her, eyebrows raised, obviously ready to help. "You know how I was...was trying to bug his office?"

"Yeah…" He nodded, stretching the word out and speaking slowly.

"Well...I did it. I hid three mics in there before he showed up."

His eyes widened. "He didn't catch you?"

"No. I crushed the last one before he could see it. As long as Harry disabled any cameras like he said he was going to…" She shrugged.

"And you have a way to listen to them?"

"Ned programmed them to sync with Karen...and I programmed her to save all of the audio in a separate file so I could listen to it whenever."

Mr. Stark crossed his arms. "So we can theoretically listen to Osborn in his office at any time?" She gave a hesitant nod, and a smile slowly spread across his face as he pointed a finger at her. "Spiderling, that could come in handy."

_**Thank you for reading! **_


	37. Permission to be

**Okay, I think I'm finally over the worst of my illness and will hopefully be back on schedule now! I hope you enjoy the new chapter! **

_Permission to be_

Penny stared down at the phone in her lap, reading and rereading the last message. From Harry. "Please just tell me you're okay."

Okay was a generous term for what she was. It had been four days since Helen had put her on bed rest. Four days during which she'd been stuck at the tower, in her bed in the guest room. Four days of sleep, thanks to the pain meds, and almost mind-numbing desperation to get up and walk around. Which she would have done had Mr. Stark not instructed Friday to get him every time she was up for longer than would reasonably take to use the bathroom. Apparently, that was ten minutes, as she'd learned when she'd attempted to walk around the bathroom with the door shut just to get some of her excess energy out, and Friday had informed her that if she did not go back to bed, the AI would be forced to alert Mr. Stark to her possibly peril.

Or something like that.

Either way, she had spent the majority of each day in that bed, not quite pouting, but something close. And yes, she knew that she was lucky to be alive. She knew that she was lucky that the infection hadn't been bad, and that she would be allowed out of bed at all soon. But she was still irritated. It wasn't like she had to spend her time in bed sleeping, though. There was a TV and, strangely enough, a Playstation in the room. She wasn't sure exactly why Tony Stark had a Playstation in his guest room...then again, maybe it came standard in all of his guest rooms. There were also plenty of books to choose from on the bookshelf, and Mr. Stark had told her to have Friday call him if she wanted to read something else.

Friday was better than Netflix, Amazon Prime, and Hulu combined, with a database of TV shows and movies, some of which were still in theaters. She had her laptop and her phone...generally, she had everything she needed to entertain herself. Not to mention the fact that she wasn't always alone. Natasha popped in every day to ask how she was, or to sit with her and just talk. Not about her secret identity or the lies she'd told...just...normal stuff. Like what TV show she was watching or the books she'd read. In return, the woman told her a little about her life in Russia and her move to the US.

May stopped by after work or made sure to video chat when she couldn't. Ned video called her too since he couldn't come over, telling her about the upcoming party at Liz's house. MJ leaned over his shoulder and assured her that she wasn't missing anything. Sophomores like them weren't invited anyway. For some reason, thoughts of Liz turned to thoughts of Harry that Penny had to continually shake off. She'd really liked Liz...but she'd never gotten to know her, not really. Sure, she was really pretty, and she seemed nice...but then she thought about Harry who had danced with her in a crowd of scientists and who always called her by her full name….

And who might have gotten her shot.

The others stopped by her room too. Helen came by every day to check on her. Thor snuck her a whole box of girl scout cookies once with a glass of milk, and, surprisingly, stayed to talk for a little while. Clint came in, and the two talked in sign language, him correcting her when she slipped up. Sam poked his head in once or twice, asking if she needed anything...asking if she was alright. When she assured him that she was and that she didn't need anything, even though she was bored to tears, he came on in anyway, kicking his feet up and asking how the hell she'd thought she would keep Spidergirl a secret. He hadn't been mean about it though...more amused, and she'd found herself smiling a little when she told him about her split-second decision to pretend to be deaf.

"You didn't think maybe being mute might be easier to pull off?"

"He was standing right there!"

Sam chuckled at that, and then he told her Avengers stories until she was nodding off.

But the one who spent the most time with her, by far, was Mr. Stark. Despite what she knew must be a busy schedule, he was in her room every morning to bring her a breakfast of eggs and toast with sausage or bacon. And he didn't just drop it off. He brought his own breakfast too, sitting in the chair beside her bed, and the two would discuss updates to her suit or AI between bites of food. And then...he stayed. Usually, for an hour or two, and for the first day or so, she was drifting off by the time he left, eyelids too heavy to keep open. But as the days passed, she found herself more and more awake, probably because Helen was weaning her off the pain meds.

He came by in the evenings too, bringing dinner and conversation. There was always something in his eyes when he looked at her...when he chuckled at something she said or listened to her discuss her own ideas for the suit or AI or just the school she was missing. He cared about her. Not just Penny Parker. Not just Spidergirl. Both parts of her. It was a lesson she felt she was going to need to learn over and over because it was just so improbable. Why would he care about her? She was a nobody from Queens. A kid who'd randomly gotten spider powers and who had done a pretty sucky job of being a superhero.

This was something she made the mistake of asking the night before, eyes drooping from her last dose of pain medicine for the night...she was pretty tired, and her brain was foggy, so she might have used that exact phrasing. For the first time, Mr. Stark's eyes had gone dark, almost angry, and he'd shaken his head.

"That's not true, kid. None of it. You aren't 'nobody.' You're a hero, same as any of us. Hell, better than most of us."

Penny had wanted to argue, but she'd been so tired, and the last thing she'd been aware of had been a hand brushing some of her hair back, then resting on top of her head.

"You're gonna be great, kiddo. The greatest hero this place has ever seen. And I can't wait to help you get there."

When she'd woken that morning, she had wondered if she'd dreamed that part. Surely Mr. Stark, The Tony Stark, Iron Man himself, wouldn't consider her a real hero. But she'd been too shy to ask, and when he'd arrived with her breakfast, the two had gone on as normal.

This was her last day of bed rest in the tower. The next day, Penny would be going back home. Helen had already told her that the day before...she'd have one last check up and May would pick her up that evening. Ned was thrilled, and couldn't wait for her to get home so he could visit. Mr. Stark had mentioned that she'd be back for her internship, so at least she hadn't lost that. She had a feeling that they'd be talking more about the whole superhero thing she did. It would be a few more days before she was cleared to be Spidergirl again, which was what bothered her the most. May hadn't brought it up, and Penny had been too scared too.

What if May wouldn't let her be Spidergirl anymore?

Figuring that she'd rather think about Harry than entertain that possibility, Penny turned back to her phone. Mr. Stark had left a few minutes ago, and her phone had buzzed with the message from Harry. "Please just tell me you're okay."

Sighing, she dropped her head against the wall. And then she tapped his name, holding the phone up to her ear and listening to it ring only once before he answered, her stomach in a knot. "Penny?" He answered, sounding breathless.

"Hi." Her voice was cold, and she didn't mean it to be. Didn't mean to sound angry. She wasn't angry. Not with him. But...she didn't know if she could trust him.

"Are you alright?"

"I'm fine."

"Penny…" He started, but she cut him off.

"Did you do it?"

"Penny, I…"

"Did you tell your father that Spidergirl was in his office?"

"No."

"Because if you did…"

"I didn't!" He hissed. "Penny, I swear. I didn't tell him anything." Harry sounded anguished...desperate.

"And how am I supposed to believe that?" She asked, voice shaking. She hated that...hated the fact that her eyes were heating up and that her lips were trembling.

"Penny…" He whispered, pleading, and she closed her eyes, feeling the tears spill over. "You have to know...I wouldn't…"

Penny held the phone away from her ear for a moment, closing her eyes and taking a deep breath. She needed to stop crying. Needed to find out the truth. When she finally put the phone back to her ear, Harry was silent. When she finally spoke, it was in a whisper. "You know who I am...you knew that I was Spidergirl."

"I saw you drink the juice at the gala...the stuff that almost killed Stark."

"So you knew."

"I knew that you were Spidergirl."

"And then Norman knew that I was in his office."

"I know my dad's a bad guy, Penny. I...I've known that since I was a kid. Never understood why my mom would stay with him. And...when I thought he'd tried to kill Tony Stark and...and you...I wanted to help you. I wanted to help you catch him and make him stop. I swear...I suspected you were Spidergirl and I swear, I shut off the cameras in his office. He doesn't even know that I know how to do that. I shut off the cameras and alarms but I must have missed something. And I'm so sorry...I'm so sorry you got hurt and...I thought...I thought that you were going to die and it was going to be my fault and…"

Harry cut himself off, and Penny wiped furiously at her eyes. She didn't know if Friday was programmed to alert Mr. Stark when she was upset, but she wouldn't put it past the AI. Or him.

"If you blame me for this...I get it. I...I do. I understand. I blame myself for it too. But you have to know that it wasn't on purpose. Please...don't think that I'd do anything to hurt you. Not on purpose."

"Okay." She whispered, wiping her eyes again.

"Okay?" He asked.

"Okay. I believe you." Even as she said it, doubts flew through her mind. Was she being stupid? Naive? Was she making an idiot of herself, trusting him again when he could be the one hurting her? Still, the relief in his voice...the tears in his voice when he answered her dispelled them. For the moment anyway.

"God," he whispered, and she wasn't sure if it was meant as a curse or a prayer.

She liked Harry Osborne. She thought he was kind and funny and smart...and incapable of handing her over to his father to be killed. She just hoped that she wasn't about to be proven wrong on all counts.

"So...we might have to postpone the date." She offered, feeling a strange lightness in her chest. It was the way she'd felt around Liz...but more. More intense and more happy and just...more.

He gave a strangled bark of laughter. "Yeah...I think so too." There was a moment of silence, and then he spoke again, this time less sure of himself than she'd ever heard him. "Are you sure...that you still want to…"

"I'm sure," she told him, and it was true. She was sure that she wanted to go on a date with Harry Osborn...and just as sure that his father had tried to kill her...her mentor. Or...whatever he was to her. She would just have to deal with both of those things separately. He didn't ask her if she'd been successful in bugging Norman's office, and she didn't offer any information herself either. She would be careful, she decided. She had to be. Now that she'd been shot, she never wanted to do it again.

They talked for almost an hour after that...a little about the school she was missing and about Ned, who he wanted to meet. They talked about his own fancy private school and tutors...they talked about her internship and his work and it was all so easy. So comfortable, as if she'd known him forever.

Finally, though, her stomach started to growl, and he must have sensed that she needed to get off the phone. "Alright, Penny Parker. I'll talk to you later, okay?"

"Alright. I'm going home tonight...I can text you later?"

"Sounds good."

And, after exchanging their goodbyes, they hung up, Penny only marginally less conflicted than before.

She did go home that night, but her suit stayed at the tower. Mr. Stark told her he was doing repairs, but she had a feeling that he was keeping it as insurance, making sure she didn't go out as Spidergirl before she was medically cleared...and May-cleared.

Penny spent one more day at home, although she didn't have to stay in bed as long. Mostly, she hung out on the sofa with May, the two of them watching movies and eating and avoiding the one thing Penny wanted to talk about the most. She texted Ned and MJ too, assuring them that she was fine and that she'd be back in school on Monday. Ned had continued to email her the homework she'd been missing, and she'd been doing her best to keep up, despite the fact that Helen had had her on those pain meds that kept her asleep for the majority of a day. Still, her plan was to finish up as much as she could the next day, then get cleared by Helen on Friday when she went in for her internship.

Or sooner...sooner would be better. She didn't hold out any hopes, though.

She wanted her suit back. Wanted Karen back so she could listen in on those microphones she'd planted and figure out once and for all if she'd been right. But the odds of Mr. Stark letting her in on that were slim to none, she was sure. He hadn't brought it up, and neither had she...but, she thought as she sat on the sofa with May, she needed to. Needed to ask once and for all. He wouldn't stop her from being Spidergirl, she knew that much. But would he stop her from helping with Norman Osborn?

"Careful. I can see steam coming out of your ears."

Penny smiled a little. It was the first actually teasing thing that May had said to her in a while. It hadn't been fair of her to keep Spidergirl from May, she'd always known that. But what choice had she had?

"Penny for your thoughts?" May tried again, voice softer this time, but she was still smiling.

"I can't stop being Spidergirl."

For what felt like hours, but what actually had to be minutes, there was silence. A thick, heavy, frightened silence. Penny hadn't meant to phrase it quite so...confrontationally. But she couldn't help it. Couldn't bear to think of giving up this part of herself. The part that was brave and strong and...and a hero. Sort of. Something like a hero.

And then, May spoke, breaking that silence, gently but firmly. "I know."

Penny's head shot up as she gave her aunt a wide-eyed stare. But May only gave her a soft, almost sad smile.

"I know, baby. I...Tony and I, we've had some talks."

They'd had talks. Her and 'Tony.' Mr. Stark.

"I wasn't convinced at first. I...getting a phone call at work that my kid, my little girl, had been shot...god Penny…"

"I know...I'm so sorry…" She started, but May continued as if she'd never spoken.

"It was the worst moment of my life. I thought...I thought I was about to lose the only family I had left. My child." May took a moment, took a breath, then continued. "But he told me about the suit and the safety measures...and all the extra safety measures he was about to install. And...and he told me about what you've been doing. He told me that my little girl got superpowers in a freak accident, and then immediately used them to help people." Penny dropped her eyes, feeling her cheeks flush a little, and May reached out a hand to rest on her cheek. "I was terrified. And I was shocked. But I was also proud...so proud of you, baby. Your uncle would be so proud. Your parents would be so proud."

Hot tears filled Penny's eyes, spilling over, and her aunt moved a little closer to wrap an arm around her. "You're not going to make me stop?" She asked.

"I was. But...Tony convinced me to let you continue. With…" She held up a hand before Penny could speak. "With some rules. A lot of them. The first one being, you tell me when you're going to be going out on...whatever you call them. Superhero missions or…"

"Patrols?" Penny suggested with a tiny, hopeful smile on her face.

"Yeah. Those. You can't sneak out of this apartment. Not ever. I have to know where you are, okay?"

"Of course!"

"And you don't ever lie to me. Or Tony. He's putting more safety features in that suit so he can keep an eye on you, and he personally promised me, as did every other Avenger which, let me tell you, is an experience, that if you called for help, someone would be there. So if you need help or you think you need help or you even suspect that you might eventually need help, you call for one of them, you understand?"

Penny nodded so hard she thought she heard something in her neck pop.

"That means if you're hurt too. If you get hurt you call for help. No questions asked, okay?"

"I promise." It wasn't a total lie...she'd call for help if she got hurt badly enough. But she never wanted May to know about all the bruises...all the walls she'd been thrown into and all the cuts and scrapes that would heal by the following day.

"And you have to listen to Tony. Okay? He...he cares about you. A lot. I think...I think I was wrong about him."

Penny felt her eyes go wide but May continued, ignoring her reaction.

"The look on his face when he saw you...when he found out that you were going to be okay…" May gave a sad, faraway smile. "It reminded me of Ben."

Ben...Ben, who had been her uncle. Who had been like her father. So did that mean…

"He loves you, and I don't think he'll ever let anything happen to you if he can stop it. And that is the only reason I'm allowing this to happen." The woman hesitated, then gave Penny a sad smile. "He said you wouldn't stop. Even if he took the suit and tried to forbid it...he said that real heroes never stop."

Penny didn't answer. Couldn't answer. Not only because she didn't want to admit that Mr. Stark was right...that she never would have stopped.

But because he'd called her a real hero. More than once now. And she really liked the sound of that.

**Thank you for reading! **


	38. Best Friends

_**A huge thank you to everyone that has been reading and reviewing! I'm trying to get this story finished up by the new year, so we're going to be winding down pretty soon :) But hopefully, there will be another update Sunday!**_

Best Friends

When Penny arrived back at school on Monday, she headed straight for her locker, keeping her head down as she made her way down the crowded hallway.

It felt different. Everything felt different, just like it had after she'd first gotten that spider bite...after she'd gotten her powers. Then, she'd felt like she had a crazy secret. She'd been stronger than before, and still getting used to it. She'd been so careful when she'd opened her locker door and put her books inside...had been careful to unzip her backpack gently and do her handshake with Ned gently and grip her pencil gently.

Now, everything felt different once more. The Avengers knew her secret. She was part of the team. Kind of. Mr. Stark had said that she was a hero. May said that Mr. Stark thought of her as...well...however Ben had thought of her. He cared about her. Already, she was counting the days until she could get her suit back...until she could go on patrols. She might not be an actual Avenger yet...but the day might come soon when she could be.

Maybe she'd be allowed to train with them!

"Penny!" She turned, hand still on her lock, and saw Ned heading straight for her at a jog, pushing past the other students in the hallway before slamming into her, arms thrown around her back. Surprised, she wrapped her arms around him, a hand pressed to the back of his head as he hid his face in her neck.

She had been texting Ned as much as she could. Had FaceTimed him from the tower. He'd seemed kind of upset...quieter than normal. She hadn't had a ton of free time to think about it...hadn't given it all that much thought. Ned was quiet sometimes...could withdraw into himself when he was fighting with his dad or when his parents were having trouble. But she should have known, she scolded herself as she hugged him back, that something was wrong.

He was shaking. Face hidden in her neck, he shook, and she thought she heard him give a quiet sniff.

"Come on." She murmured, not wanting him to have a very public breakdown in the middle of the hallway. Giving the hallway a quick once over, she led him to the only place she could think of where they might be able to get some actual privacy.

The janitor's closet.

It was a gamble, of course. It wasn't like they were allowed in the janitor's closet. Still, they had to go somewhere, and neither gender's bathroom was an option. So she hurried him into the closet and shut the door behind them and hoping no one noticed what they were doing, least of all the janitor.

Penny wrapped her arms around her friend once more, leaning against the door to make sure it stayed shut, and closed her eyes as he fought back the tears she knew would come anyway. She'd never seen him this upset. Had never seen him cry like this. But when Ben had died...when she'd cried like this, he'd held her for a long time in his bedroom, and so she would return the favor. In the janitor's closet. She ignored the sound of the fluorescent lights above and the soft buzz of a fly nearby and the quiet din of chatter from the hallway, not caring if they missed the first bell.

Finally, he pulled away, his expression devastated and almost angry. "You said you'd call me!"

Bewildered, Penny blinked at him, giving a quick shake of her head. "What…"

"I asked you to call if you ever got hurt and…"

Penny closed her eyes then, feeling the sadness grip her heart in a vice grip. "Ned," she whispered, shaking her head again.

"And you said you would! You promised! I'm supposed to be your guy in the chair but you didn't even call me!"

"Ned, I didn't call for anyone."

"Why?"

For a moment, she wondered why he hadn't brought any of this up before during their video chats or text messages...but they really hadn't talked all that much...and she did know the answer, of course. Because he'd been scared. Because she'd barely been coherent the first time they'd video chatted and it had probably freaked him out and because it was easy to hold it together when bad things happened sometimes but it got harder when the bad thing was over...when the adrenaline crash came and when you realized that your best friend in the world could have died.

"My suit called for Mr. Stark." She told him softly. "Not me. I couldn't…"

"You couldn't call anyone." He finished in a broken whisper. "Because you were shot."

She'd given him the barest details over text, wanting to spare his feelings, but it apparently hadn't worked. He held up his phone then, showing her the first message she'd sent him after his string of eight texts all asking where she was...if she was okay.

"I'm okay. Got shot." He read the message out loud, incredulous. "Got shot." He repeated. "You leave to go bug Norman's office and then you're not in school and you don't answer any of my text messages and you don't answer your phone and May isn't answering her phone either and all you say is 'got shot?'"

"I'm sorry…"

"I'm supposed to be your guy in the chair…you're supposed to call me if you need help and…"

"Ned." Penny's voice was barely a whisper, and she reached out, putting a hand on his shoulder. "You couldn't have done anything." His eyes went wide and he opened his mouth as if to argue, but she kept talking. "What I do...it can be dangerous and…"

"You think I don't know that? You think I don't know that my best friend goes out and nearly gets herself killed all the time? I watch the news, Penny. I see what you do. And I was the one that gave you those bugs. I was the one that agreed to help you!" His voice had raised, but he dropped it back to a hiss when she brought her hands up then down, urging him to lower the volume.

"I did it, though. I bugged his office. And they work! They're connected to Karen! So now all we have to do is listen in and…"

"Penny, Norman Osborn shot you." He snapped. "How can you even think of trying to take him down right now?"

"Because he almost killed Mr. Stark!"

"He almost killed you!" There was a moment of silence then, in the janitor's closet, and she grimaced at the look on his face...at his red eyes and the tear tracks on his cheeks. When Ned spoke again, it was once more a whisper. In the background, the first bell went off, but they both ignored it. "I don't care what happens to Norman Osborn...I care what happens to you."

She reached out a hand, palm up, and he didn't hesitate to take it. "I can't stop. I'm sorry." She told him softly, remembering Mr. Stark's words about her. But it wasn't just that. Wasn't just her desperation for Mr. Stark's approval or her desire to join the Avengers. What she was doing, it mattered. She was saving people. She couldn't just give that up. He looked into her eyes for a long time...long enough for the second bell to ring.

They'd known one another for years. He was her best friend in the world, and she needed him. Now more than ever. And in that moment, she knew that this was her life now...that she would always be asking the people she loved to accept the fact that she might go out and get herself killed while trying to save people. It was a lot to ask...but she didn't know how she would survive without them...without Ned and MJ and May. "If you...if you don't want to be my guy in the chair anymore…" She started, but he just shook his head, squeezing her hand tighter.

"I'll always be your guy in the chair," he muttered, shaking his head.

"Really?"

"Of course." He swallowed hard. She knew that he wanted to ask her to promise not to do this again...not to get herself in trouble or let herself be hurt...but he also had to know that she could never make those promises. She felt very much like an adult in that moment, and she thought he did too, the weight of her secret and her responsibility heavy on both of their shoulders.

"Can you link me into Karen? So I have more access?"

Penny nodded. "Yeah. I'm supposed to get the suit back in…"

Then the door being pushed open, knocking the both of them sideways, interrupted her response, and they both whirled around, jumping back when they came face to face with the janitor and the principal.

"Penny...Ned…" Principal Morita started, looking between the two of them warily. "Are you aware that the first bell has rung? What are you doing in there?"

Beside her, Ned stammered, but before she could open her mouth or come up with an excuse, he came up with one.

"Making out." He blurted out, and Penny sighed, dropping her chin to her chest.

Apparently, Ned wasn't great under pressure.

Detention lasted for an hour, with Penny and Ned sitting in the back while Captain America scolded them so earnestly from the TV. Penny rolled her eyes and passed Ned a note.

'He's nicer in real life.'

Ned choked a little on his own spit and she giggled under her breath, the two of them quickly facing forward when their PE teacher glanced up with a halfhearted glare. They lowered their eyes, trying to look properly scolded, and when he looked away, Ned passed her the piece of paper once more.

'Can I meet him sometime?'

She hurried to scribble her response before passing it back.

'I'll see what I can do.'

Once their hour of detention was over, which they used mostly to catch up on homework but also to pass notes back and forth, the two headed out of the school, planning to take the train back to Queens where they would split up and go back to their own homes. Penny knew that the school must have called May letting her know that Penny had detention, but she hadn't gotten a call from her yet, so she figured May was still at work.

She just hoped they hadn't told her why Penny had gotten detention.

They were almost to the school gates when, beside her, Ned faltered for a moment. "Uh…Penny?" He asked. She glanced over at him, pocketing the phone she'd been checking for messages.

"Yeah?" She followed his gaze. Her senses were quiet, and she figured out why after only a second. The very fancy car parked out in front of the school. The one that could only be driven by one person. "Oh." She whispered.

Mr. Stark stepped out of the driver's side, crossing his arms and looking from her to Ned in much the same way that their principal had that morning. "So...this is why I had to wait for an hour?"

"What…" She started, glancing over at Ned whose mouth was wide open, eyes huge.

"That's…you're…"

"Tony Stark." The billionaire introduced himself, strolling over with all the ease of...well...a billionaire, and holding out a hand to Ned.

"I…" As if on autopilot, Ned lifted his own hand, barely managing to grasp Mr. Stark's.

"This is Ned." Penny cut in when it became obvious that her friend wouldn't be able to speak for himself. "He's my…"

"Guy you make out with in the janitor's closet before school?" Mr. Stark cut in, eyebrows raised, a tiny smirk on his face, and Penny felt her face got bright red.

"How did you...I mean...no! No, we weren't...how did you even know that?"

"I hacked your school record while you were in detention. I got bored." He shrugged.

"We weren't...doing that. We were talking. About…" She waved a hand at herself, realized that wasn't the best gesture for the situation, then flushed even redder, much to Mr. Stark's apparent amusement. "Spidergirl." She hissed, looking around despite the fact that the sidewalk was pretty empty.

The man snorted, crossing his arms and grinning, something almost fond in his eyes. "Whatever you say, kid. I told your aunt that I was picking you up so we could take a look at the suit and so that Helen could take a look at you. Also I'm pretty sure she's going to have 'The Talk' with you when you get home..."

"You mean...I can have the suit back today?" She asked...she'd have to deal with May when she saw her later.

"Doubt it." He told her, still smiling, a little softer this time. "Helen's probably going to keep you on the sidelines for a few more days." The man turned back to her friend. "You need a ride anywhere, Ned?"

"No...I...thank you but…"

"Good to meet you, kiddo. We should bring you to the lab one day...see what you can do."

Penny was pretty sure he was on the verge of fainting, so she hurried to cut in before Mr. Stark could overwhelm him anymore. "I'll text you?" She asked, making it a question so he'd focus on her. Ned seemed to snap out of it, then nodded.

"Yeah...yeah, text me. I'll...uh...see you later!"

And then Penny was being ushered into Mr. Stark's car and assuring her mentor that she was fine, that school had been fine, and that nothing hurt. This time, it was true. For a moment, they rode in silence, Mr. Stark checking his side mirror before changing lanes, then swearing under his breath about New York traffic when someone pulled out in front of them. She let him finish before asking the question she was dying to know the answer to.

"Did you listen to it?"

Mr. Stark glanced over at her, not making her elaborate before nodding. "Yeah. I've got Nat and Clint monitoring the feed from the mics you planted."

"And…"

"And they don't have anything solid yet. But Harry must have disabled the cameras like he said he did because Norman hasn't found any of them. He's a little skittish after his talk with Natasha but I think we'll find out soon if he's doing anything illegal."

Penny stared at the window, watching the other cars and buildings go by and waiting for the song Mr. Stark had playing in the background to finish before speaking up again. "Mr. Stark?"

"Yeah?"

"May...she told me that she talked to you...about me being Spidergirl. And...I just wanted to...to thank you." She murmured, voice dropping off a little at the end, cheeks heating up just a little.

He cared about her like Ben had. He thought she was a real hero.

"No problem, kid. New York needs Spidergirl. I think the Avengers will too, someday soon." She blinked in surprise, turning to face him, and he gave her a quick smile, eyes soft. "Maybe not just yet. I think Spidergirl could use some training first. But...in a few months...who knows?" He gave an exaggerated shrug, one arm coming up, the other hand firmly on the wheel.

"Training?"

"Sure, kid. Why do you think I kept inviting Spidergirl back to the tower? I thought she might be able to get a few tips from the world's greatest superheroes and all that. Nat in particular was talking about some hand to hand combat tips when she found out who you were."

"Training with Natasha," she repeated, a bit dumbfounded. Training with Natasha Romanoff who was the Black Widow.

"Yup. Did you hit your head while you were making out with Ted in the janitor's closet?" He asked, his smirk undercut by the actual concern in his voice.

"No...we weren't…why would she want to do that?" Penny asked, forgetting about the whole 'making out' thing for the moment. She was pretty sure that Mr. Stark was just teasing about that.

"Because she likes you. Because she thinks you're talented but that you could use some real training." He dropped the easygoing smile then, looking more serious as he turned to glance at her, not speaking again until he pulled to a stop at a red light. "And I agree. If you're going to work with the Avengers, eventually you're going to be facing some bigger threats. I want you to have that training sooner rather than later."

Something shifted then...she could feel it. Something was different. Mr. Stark cared about her. Mr. Stark felt about her the same way Ben had felt about her. Natasha liked her. The others had been so kind. She was a superhero. All of these things raced through her mind, each one clicking into place and making a picture she liked a lot...but that scared her a little. 'If you're going to work with the Avengers…' The Avengers. She was a superhero and she was going to work with the Avengers.

This was her life now. And she couldn't have been more excited about it.

"What do you think, Spiderling? You ready to do some real training?"

Penny nodded, bitting down on her lip to try and control the huge smile growing on her face. "Yeah."

That's when the light turned green, and he hit the accelerator, Avengers Tower growing larger and larger in the windshield.

_**Thank you for reading!**_


	39. Almost a Date

_**Thank you so much to all of my reviewers and to everyone who has been reading this story! I hope to have the final chapter up within the next two days. :) **_

_Almost a Date_

Penny placed all of her weight on her toes, then brought it back, watching the other woman circle around her. Some part of her wanted to close her eyes...she knew that if she watched her feet or her shoulders too careful, she might get misled...she might fall for one of her many tricks. It had been two hours and she'd already fallen prey to the Black Widow, and she was pretty sure her back was covered in bruises to prove it. But she also knew that Mr. Stark was probably going to call time on them pretty soon. He'd been watching from the sidelines with Steve Rogers, the two of them talking softly about an upcoming meeting with someone whose name didn't sound familiar. Ross? Apparently they'd met with him a few months ago...back when she'd still just been a normal intern, and had managed to negotiate something called the Accords, although she wasn't sure what exactly those were or why…

"Focus." Natasha's words were accompanied by a swing of her fist that Penny dodged easily, turning to the side and reaching for the arm. Of course, Natasha was faster, and she had to duck and prance away again to avoid an uppercut to her nose. The woman hadn't landed a blow on her face yet, but Penny had an idea that she would if Penny gave her the chance.

"Don't break my intern!" Mr. Stark called almost lazily, but when Penny dared to glance at him, there was something serious in his eyes. Her senses went off before she could think more on that, and she dropped to one knee, ducking easily under the punch thrown her way, then spun, hooking her knee around Natasha's and pulling, standing up as the woman went down. The spy recovered of course...she doubted she'd ever be able to bring Natasha down in a friendly fight. But she was smiling now.

"There you go, little spider," Natasha said, her voice warm with approval.

"And with that almost victor, how about we call it a day?" Mr. Stark suggested in a voice that made it clear it wsan't really a suggestion. Penny wiped a hand over her brow, smiling up at Natasha when the woman put a hand on her shoulder.

"We'll go get cleaned up before dinner." She told him, leading Penny to the other side of the padded boxing ring. Natasha ducked through the thick blue cords that formed the barrier while Penny just hopped over, landing easily on her toes.

"Penny?" Steve called, and she turned to face him through the wires. He was approaching, walking around the mat so that he didn't have to call out to her from the other side of the room. "What do you do on Sunday evenings?"

"Um...homework?"

His lips twitched into something like a fond smile. "Do your homework on Saturdays. Team training starts at four."

"Wait…" Penny shook her head a little. "Are...are you saying that I'm an Avenger?" It was one thing to hear it from Mr. Stark...but this was Captain America!

"Avenger in training. Junior Avenger." Mr. Stark cut in. "Avengers Mascot."

Steve chuckled. "Four sharp. If you're late, you have to train with Vision and he can walk through walls."

"Go on, kid. Get cleaned up for dinner, then I can take you home." Mr. Stark urged with a laugh, and she shook herself out of her daze, racing to catch up with Natasha.

"She's good." Penny heard Steve say, and her cheeks flushed a little as she stepped into the shower room, the closing of the door blocking out the rest of their conversation. The shower was running, and Penny found a bag with a spider embroidered on the front. Picking it up, she looked inside and found a set of clothes in her size.

"Are these for me?" She asked Natasha, calling over the sound of running water.

"They are."

"How did you know my sizes?" There was skeptical silence and Penny rolled her eyes at herself. "Right. Spy."

"I also know all of your aunt's sizes."

"That's creepy," Penny told her with a laugh, stripping out of her sweaty clothes and climbing into the shower.

"I was following her," Natasha told her from the other side of the shower wall, voice softer than before.

"Following her?" Penny repeated, stepping out of the spray to hear her better. The other woman was quiet for a moment, and Penny rinsed her hair off, then leaned against the shared all. "Natasha?" She asked.

"You were his intern...he felt responsible for you. We both did." She told her softly. "You kept showing up with bruises...he was worried. We both were. So I did background checks. I was trying to figure out who was hurting you. Somehow, I missed the fact that you were being injured by the criminals of New York." She said with a smile in her voice. Penny didn't answer, so Natasha went on. "He was covering his bases. Making sure that your aunt wasn't th4e one hurting you."

"She wouldn't."

"I know," Natasha assured her. "We both do. It was a miscommunication. That's all."

Penny closed her eyes, stepping back into the spray of the shower, then, after shutting it off, she grabbed a towel to dry off. Pulling on the clothes from the spider emblem bag, she stepped into the larger, still toweling off her hair. It made some sense, she guessed. Really...it did. Mr. Stark had seen her, who he had assumed was just a normal teenager, with bruises and possible broken ribs. She'd told him more than once that she'd 'fallen down.' So...yeah...it made sense.

"May's never hurt me." She told Natasha as soon as she stepped out of her dressing room. She needed to say it. Needed everyone to know. "Never."

"I believe you." Her lips turned up a little. "We were trying to figure out who was. But you didn't exactly fit any of the stereotypes of an abused child. He wanted to help you."

That made sense...of course it did. But it was still disconcerting to think about.

"So...Sundays at four?" Natasha asked, obviously as ready to change the subject as Penny was. "Will you be joining us?"

"For Avengers training." Penny still couldn't quite believe it, and the woman smiled, tossing her towel over the curtain rail of the dressing room she'd stepped out of. "Yeah...yeah, I'll definitely be there!"

"We'll be glad to have you. Everyone's ready to see what Spidergirl can do."

Penny gave a somewhat worried smile. "Yeah...it'll be great."

"You'll be fine." She promised. "They already like you."

As they were heading to the elevator to meet the others for dinner, Penny managed to gather the courage to ask. "And...the bugs in Norma's office?" Natasha glanced at her, eyebrows raised. "You haven't heard anything from them?"

"Not yet. But don't worry. We'll tell you as soon as we do."

"And...will you need Spidergirl to take him down?"

They stepped into the elevator and Natasha crossed her arms, leaning back against the wall. "You want revenge for what he did to you?"

"No!" Penny cried. "Of course not. I don't...I just don't want him to hurt anyone else."

The woman stared at her for a long time, lips pressed together as she considered it. Then she nodded. "I don't know what Steve will want to do. It'll be his call. His and Tony's. But we'll take him down. Don't worry about that."

Penny believed her. She fully believed that the Avengers could handle Norman Osborn. But there was a part of her, a small part of her in the very back of her mind, that wanted to be the one to do it. That wanted to be the one to take Norman down. Not because she wanted revenge. At least...not for herself. But if she closed her eyes, she could still see Mr. Stark's face when he collapsed...could still feel his hand on her arm and the way she'd been pushed backward by the paramedics...and the way her uncle had looked...the way she'd reached for him only to be pushed away by the paramedics.

Maybe..maybe she wanted revenge. Just a little. But she didn't think she could ever say that out loud...wasn't ready to really face how she felt about Mr. Stark...how it had made her feel to see him collapse at the gala. She couldn't imagine how she would dope with losing him, a man who was something like another father figure. And so she didn't think about it. Refused to face it.

After dinner and her check-up with Helen, Mr. Stark took her home. Homework and sleep and more school, repeat, until Thursday when a different man stood outside her school gates. Well... a teenager. But whatever.

Harry leaned against the gate, eyes on his phone as she left the school with Ned, the two of them pausing like almost every other academic decathlon team member that passed him. He didn't look up at them, though, not even when Abe turned to another girl on the team and asked if that was Harry Osborn. Penny glanced over at Ned who lifted his eyebrows in a silent shrug. Pulling out her phone, she shot him a text.

"What are you doing here?"

His head came up at that, a slow, amused smile on his face. But there was something else. Something a little sad in his eyes when he saw her. He seemed to brush it off, though, pocketing his phone and heading straight for her.

"What the hell does he want with Penis Parker?" Flash asked, his voice loud enough to carry to Harry who paused, faltering a little in his steps and turning to face him, eyebrows lifted. Flash swallowed so loudly that Penny thought even Harry could hear it.

"The hell did you just call her?" He asked, crossing his arms again, and Penny hurried forward, grabbing his elbow.

"Come on." She muttered, dragging him away from Flash.

"Did you hear what he just called you?" Harry seemed torn between irritation and amusement, but irritation seemed to be winning, and the last thing that Penny wanted was for Harry to yell at Flash in front of everyone.

"What are you doing here?"

"Aren't you happy to see me, Penny Parker?" He asked, his smile slowly growing as she tugged him away from the crowd growing in front of the school.

"I'd be happier if I knew why you were here"

"We need to talk." He told her as they strolled down the street, their hands shifting so that hers was hooked over his arm, although she had no idea how that had happened...still...she didn't hate it.

"You couldn't text me?"

"No."

Penny frowned then, feeling her stomach clench a little. "What's wrong?"

He gave her a weak smile, pausing in the middle of the sidewalk and almost causing a woman with arms full of shopping bags to run into them. She tugged him forward again, and they moved toward a pizza place, stepping inside as if by silent agreement. Harry led her over to a table and they waited until the waitress sat two menus in front of them, Penny shooting a quick text to May to tell her that she would be late, before picking up their conversation again.

Their backpacks were by their feet, but Harry grabbed his, pulling out a manilla folder like they were in a spy movie.

"What's that?" She asked, not sure she wanted to know.

"I snuck into my dad's office."

"You what?" Penny dropped her voice to an almost hiss, leaning in.

"Here." He pushed the folder over toward her, and she took it, opening it up to reveal a photograph of a man...she'd never seen him before, but he was bald..just a normal-looking middle-aged white guy. Penny picked it up and flipped it over, but the back of the paper was blank. The next document was a printout of an email...which mostly consisted of times and dates next to coordinates. The last one was a printed out photograph of a gun...or...well, it kind of looked like a gun.

"What is this?" She asked, struggling to put the pieces together.

"The printouts are from his computer...he's been working with this guy. His name is Adrien Toomes, but he calls himself the Vulture. They're arming local gangs with alien weapons."

"So the attacks on the city…" She whispered, looking up at him wide-eyed.

He nodded. "Yeah. They're working together."

"Why?"

Harry shrugged. "I don't know. But if I know my dad, he's making money off of it somehow."

"Okay…" Penny put the printouts down and put them back into the folder, starting to push it back, but he shook his head.

"Keep it. Show the Avengers. Take him down."

"He's your dad." Penny didn't know why she said the words...she regretted them as soon as they came out of her mouth, but he just gave that same sad smile.

"Yeah...that's why I know he needs to be stopped."

For the first time, Penny wondered, really wondered, what it was like to have this man as your father. To know that your father was a bad person, but to still be a good person. Why hadn't Harry followed in his footsteps? Or, a small part of her wondered, what if he had? What if he'd followed in his footsteps and was manipulating her and…

No. Penny had decided to trust him. She would trust him.

"He hurts my mom sometimes," Harry whispered then, eyes on the table, hands in fists in his lap. "He...used to do it more but...but when I started stepping in, he...he doesn't do it in front of me anymore."

"Oh," It was an inadequate word. A stupid, nothing word that did nothing to help her explain the sudden rush of sadness and pain she felt now. To know that your father hurt your mother...and you too probably. She knew that no amount of comforting words or kindness would fix this. So she said the words that she knew she could be responsible for. "We'll stop him."

She waited for him to laugh. To ask if she was using the royal 'we.' To ask who she thought she was, aligning herself with the Avengers. Instead, he gave a real smile. One that told her exactly how much he believed in her. "I know. That's why they call you superheroes." For a moment, their eyes held onto one another, and there was a strange silence surrounding them, almost like they were in a bubble. But then the waitress came back to take their order, Penny's phone rang, and the bubble burst.

It was May on the phone, and as Harry ordered them a pizza to share, she turned away from the table a little. "Hey, May."

"Why exactly are you going to be late?" Her aunt wanted to know, sounding suspicious.

"I'm having dinner with a friend."

"Because Tony said you weren't cleared to go out patrolling and…"

"May," Penny cut her off, flushing a little. "I'm not...I swear, I'm having dinner with a friend. Really."

"Who?"

"Harry." She half-whispered the word, and for a moment, there was silence.

When her aunt spoke, there was a smile in her voice...no, not a smile. A smirk. And Penny could picture it perfectly. "Oh. Well, that's different."

"I have to go, May."

"I didn't know your date was today."

"It wasn't! I mean...we just...he showed up at my school to talk and we ended up getting dinner. It's no big deal."

"Mhm."

Penny rolled her eyes, refusing to look at Harry who wasn't even pretending to look at his phone and was instead watching her with what she was sure was rapt attention.

"So, where did he take you for your first date?" May asked.

"Its not a…" She finally glanced at Harry whose grin widened a little. "I have to go."

"When do I get to meet him?"

"Love you, May. See you later." And, to the sound of her aunt's laughter, she hung up the phone.

"It's not a what?" Harry wanted to know before she'd even put her phone away. She refused to answer, cheeks hot. "Not a date?"

"What kind of pizza did you get?"

"Extra cheese, half pepperoni, half ham and pineapple. Now stop dodging the question, Parker. Is this not a date?"

"No it's not a date." She hissed, uncomfortably aware of the other people eating nearby.

"How is this not a date? I picked you up from school…"

"Showed up unannounced," She clarified.

"And then I took you to dinner…"

"We stopped by a pizza place on our way home."

"And at the end of the night...who knows." He shrugged, and she felt her face blush even more.

"At the end of the night, I'm going home." She whispered, glaring to try and hide her blush.

"I was debating more about the kiss."

"What kiss?"

"The one I was thinking about giving you as I dropped you off at your place."

"Is it really considered dropping me off if you don't have a car?" She asked, trying to distract him.

He gave her a playful grin. "Come on, Penny Parker. Admit it. This is a date?"

Penny rolled her eyes, feeling her own smile tug at her lips. "It's not a date."

He sighed, almost looking actually sad about this, and she decided to throw him a bone. No...not just him. Maybe...maybe she kind of wanted it to be a date too.

"But it's almost a date."

Harry's eyes shot up to hers, that grin coming back. "Yeah?"

"Sure. Almost."

He grabbed his cup of water then, holding it up to hers, and, with a laugh, she clinked her plastic cup against hers. "To 'Almost a Date.' May there be many more."

**Thank you for reading.**


	40. The Vulture

**_Thank you so much to everyone who has been reading and reviewing. When I started this story, I had no idea if anyone would even like it, and I have been overwhelmed by all of your kindness and support. This will be the last actual chapter, with an epilogue to hopefully come Sunday. Happy New Year everyone!_**

The Vulture

Penny gave Mr. Stark the folder. At first, she'd stuffed it into her underwear drawer, sitting on her bed and staring at the floor. It wasn't that she didn't trust the Avengers. It wasn't that she thought they wouldn't be able to take him down. But...but part of her, the part that enjoyed working alone and felt like she was making a real difference on the street level while the Avengers were out saving the world, wanted to do this on her own. Wanted to take down this Vulture guy and wanted to look Norman Osborn in the eye and demand he tell her the truth...the truth about what he'd done to Mr. Stark.

And then she wanted to hand him over to the police.

But she knew that going after him alone was stupid. Sure, she was Spidergil, and Mr. Stark believed in her. And Captain America had invited her to start training with the Avengers. Natasha had already trained with her. But this guy had alien weapons. He was working with Norman Osborn and apparently trying to take over the city. So as much as she believed in herself, and as much as she wanted to take care of everything herself, she thought that it might be best to call in some help on this one. Plus, they were already listening to the bugs in Norman's office, so she was sure they'd believe Harry about his father.

Before handing over the folder, though, she took a good look at the contents. A quick search of the coordinates and dates revealed what she'd already suspected...that the coordinated attacks on the city on the day that she'd been shopping with May was the first on the list. The next date was months away...the exact coordinates for that first day were for a random city square...one that had been hit on the attacks. The others were for different city blocks scattered around the city in every borough...she couldn't quite figure out what they were doing, but it didn't matter. They had to stop them.

The text from Harry when she was in school on Friday, the folder of information in her backpack ready to be handed over during her internship, cleared things up pretty quick. "He's running for mayor."

As soon as Penny stepped into the tower, she hurried toward the elevator. "Friday, where's Mr. Stark?"

"The medbay. I have been instructed to bring you there."

"Okay...yeah...medbay." She muttered...she'd almost forgotten. This was the day that she would hopefully be cleared to be Spidergirl again. Crossing her arms and fighting the urge to tap her foot, she suffered through the long elevator ride, then burst into the medbay, startling both Mr. Stark and Dr. Cho who had been sitting at a table, the tablet between them ignored as they chatted.

"Oh...hey, kiddo." Mr. Stark greeted, looking somewhat puzzled when she grabbed her backpack and unzipped it, digging for only a second before pulling out the folder. "Did you draw me some fan art at school?" He asked with a teasing grin that dropped when she placed it on the table beside him.

"Norman Osborn is working with a man named Adrian Toomes. He's a weapons dealer. Alien tech. They're planning more attacks on the city. The last attack on the city is set to happen three months before the election, and Norman is going to announce his candidacy for mayor in a few weeks." All of this was said in a rush, Mr. Stark's eyebrows lifting as she spoke.

He crossed his arms, regarding her seriously for a moment, then opened the folder, looking through the pictures. When he didn't speak, she continued.

"I couldn't find anything on Adrian Toomes on the internet. He has a facebook but he doesn't use it. If he can suddenly get the alien weapons off the street then people will think they should make him the mayor."

There was a tiny twitch of Mr. Stark's mouth and she cursed herself...he'd probably figured that out himself. He was a genius, after all. But when he turned to her, there was nothing patronizing in his face. Instead, he looked concerned. "How did you get this?"

"Harry." She saw no reason to lie about that. Harry certainly hadn't asked her to keep it a secret.

"How do you know you can trust him?"

"The coordinates of the first attack match the attack on the city when I was out with May. I think they're picking spots around the city to make it seem like it's an epidemic or something...like... it's getting worse and worse."

He nodded, serious, despite the fact that, once again, she told herself he probably already knew all that. "And...Harry doesn't like his dad. He wants him to go to jail." Mr. Stark didn't look quite convinced enough, so she went on, her voice dropping to an almost whisper. "Norman hurts his wife."

That got a reaction. Mr. Stark's eyebrows lifted, then something cold and hard passed over his face. "And Harry?"

"Not anymore, I don't think." She murmured.

Mr. Stark nodded, glancing over at Helen who had watched this whole exchange in silence. Now, the woman stepped forward. "Tony, why don't you take this upstairs to the others? I'll go ahead and make sure she can be cleared."

He gave a decisive nod. "Okay. Kid, come find us after you're done. I have your suit ready with a couple of upgrades I want to show you." Mr. Stark threw her one last quick smile, and then he was off, leaving her with Helen who patted her on the shoulder.

"Alright, Penny. Let's get you cleared so that you can join the others."

The checkup only lasted a few minutes, with Helen pronouncing her fit for "Spidering" and urging her to be careful, and then Penny was hurrying to the elevator and stepping into the room, this time with a bit more decorum, where the Avengers were all gathered around a large table. For a moment, she wanted to back out. Leave them to this and stick to the street level...wasn't that where Spidergirl belonged? But as soon as she was in the room, Thor, who had been the one talking, paused, and Mr. Stark gestured for her to take a seat between him and Natasha.

An open chair. They'd saved her a seat right at the table. 'The room where it happens.'

Banishing the Hamilton soundtrack from her mind, she sat in the chair and, after a quick, welcoming smile, Thor went on. They were discussing plans, the best way to catch Toomes. Catching Osborn would be harder, and she had a feeling that they wouldn't be able to link this to him easily. But Natasha was going to get into his email...somehow. Penny didn't quite catch that part. And the others were going to go to the coordinates the day of the attacks, upping patrols all over the city. Penny had assumed that they'd have her sit this one out, but before she could even resign herself to that, Steve started pairing them off.

"Penny, stick with Tony and Thor. Sam, Clint, you're with me…"

The others escaped her attention because she was with Mr. Stark and Thor. She was included. She was going to help them bring down Norman Osborn.

The next date on the list wasn't for another week or two, so Penny went back to her patrols that weekend, and reported for Avengers training on Sunday at 3:45, swinging to the tower so that there would be no chance of her being late. She was the third one in the training room, after Natasha and Mr. Stark, and when Steve entered five minutes later, he gave her a quick, approving smile.

Avengers training was...well, brutal. May had once taken an intense Pilates class and had described the experience to Penny later as an hour and ten minutes of pure agony, with the cooldown being her second favorite part. Her favorite had been walking out with the knowledge that she'd never be doing that again. While May had mostly been doing a lot of...well...Penny had never actually been to a pilates class, but she assumed it had something to do with...maybe planking, Avengers training was all about sparring. At least, that first session was. And while Steve and Thor, the two she'd been paired with to fight first, obviously had no intention of hurting her, they didn't go easy on her either. She'd done plenty of fighting, sure, but never a straight two hours of it. By the end of the session, everyone was out of breath, which made her feel a little better, but she was the only one with a slowly darkening bruise on her shoulder where she'd gotten distracted and hadn't dodged a punch thrown by Thor.

She had a bruise from Thor. God of Thunder. The star of her Avengers Calendar from two years ago that she may or may not have kept at the bottom of her sock drawer. Either way, she was the opposite of upset about it.

Mr. Stark made sure she stayed and had dinner with the team, the whole group of them gathering around the massive table in the dining room that fit everyone, with an additional chair that Penny assumed was for Pepper. She sat between Natasha and Thor, the latter of whom told her how well she'd done, and apologized again for the bruise. She had no idea how to tell him that it was the coolest bruise she'd ever gotten and that she'd already sent a photo of it to Ned with the caption "HOLY SHIT THOR GAVE ME THIS!"

She hoped he never found out.

Penny found out about the party on Monday. She and Ned were partnered in gym class, her doing her best to pretend to be bad at sit-ups while Ned sat at her feet, hissing questions about Spidergirl that she reluctantly answered, when she overheard Liz and a group of her friends playing 'fuck marry kill' with the Avengers. Which was...kind of gross, now that she knew the Avengers.

Until Liz said she'd want to marry Spidergirl. Penny felt her face flush, and she stared up at the ceiling as one of the girls accused Liz of having a crush on Spidergirl.

"What? She's super cool! And I think she's done a lot of good for the city."

"Plus she looks hot in spandex?" Another girl suggested, and Penny wished the floor would swallow her whole so that no one would see how red her face was. Mind racing, she tried to dismiss all the thoughts that followed. Did Liz really think she looked hot in her suit? Not that it mattered...if she knew who Penny was, she'd never look at her twice. Plus everyone thought Spidergirl was deaf, which was something she'd eventually have to deal with. Besides, she didn't really feel the same way about Liz as she did about Harry.

Did Harry think she was hot in that suit?

Before she could spontaneously combust, Ned spoke up. "Penny knows Spidergirl."

She sat up, pulling off the best sit up of the hour and giving him a furious glare. Ned wilted a little, his face apologetic, and she knew that he hadn't meant to share that...that he'd been caught up in the same hope to be popular she often felt, but still!

But now, Liz was staring at her, eyes wide. "You do?"

"Yeah, and I'm best buddies with Hawkeye." Flash threw in, rolling his eyes.

"Yeah...I do. I mean...we've met, like, once or twice at my internship. She works with Mr. Stark and me sometimes."

"Oh right, her big Stark Industries internship." Flash mocked. "You've never even been in a room with Tony Stark."

Penny thought back to the night before, of eating dinner with the entire team and sparring with Thor, and had to fight the outrageous urge to laugh. Instead, she swallowed a smile and tried to look put out at Flash.

"Maybe she can get Spidergirl to come to your party." One of Liz's friends, Nadia, suggested.

"Oh…" Liz gave Penny and Ned a quick glance and an almost apologetic smile. "My mom's working late on Saturday night, and my dad's out of town on business, so I'm having a party at my place. You guys can totally come."

"And bring Spidergirl!" Nadia reminded them, her smile a little less friendly.

"Yeah! We can totally do that." Ned agreed, despite the fact that Penny was pinching the arm closest to her. He flinched but managed to talk through the pain. "Spidergirl will totally be there! It's gonna be awesome!"

The girls were already walking away, and once they were out of earshot, she gave his arm one more quick pinch. "What the hell?" She hissed.

"Penny, this is it! This is our chance to be cool!"

"I can't go to a party as Spidergirl, Ned!"

"Why not?"

"Because Spidergirl isn't a party trick!"

"But it could be!"

"But it's not!" She repeated.

"Please, please, Penny. Come on...we just got invited to a party being thrown by Liz Allen, the coolest senior girl in school! We'll be the only sophomores!"

"I think Flash is going…"

"But if we try really hard, we can completely ignore him. Trust me. It's a system I'm perfecting."

She finally smiled, laughed a little and rolling her eyes. "Ned…"

"That's your, 'I'm irritated but I'm totally considering your idea, Ned' 'Ned.'"

Penny snorted. He wasn't wrong.

"Please." He whispered again, hands together as if in prayer. "Please, please, please?"

"Fine." Before he could freak out, she held up a hand. "Barely. We can go to the party, and I'll change into the suit for, like, five minutes, but then Spidergirl will suddenly have an emergency and she'll have to go."

"That's fine! It's better than fine! Oh my gosh ...Penny...we're going to be popular!"

She rolled her eyes. Somehow, after training with the Avengers and her almost date with Harry Osborn, that didn't seem quite so important. But Ned was her best friend, and she'd do anything for him.

Penny didn't tell Mr. Stark about the party. Didn't even consider it. Instead, they worked together on suit upgrades and Penny continued to work on her AI that Mr. Stark had assured her that he wanted to put in the new Stark Phone. She wasn't exactly Karen or Friday, as he put it, but she was definitely a step up from Siri, praise that had made her blush and her eyes fill unexpectedly. He put a hand on her shoulder and gave her a kind smile.

"You're doing great things here, kiddo. Not just as Spidergirl."

And then...then it was time to get ready for a party. She settled on a nice shirt and a pair of jeans, not wanting to wear anything to fancy or dressy and look dumb, but also wanting to look nice enough for an actual party...not that she'd ever been invited to a party thrown by a classmate. But she had been to a party thrown by Tony Stark...so there was that. Then again, she'd worn a beautiful dress to that party, one chosen for her to try on by Pepper Potts.

May was excited to hear that she was going to an 'age-appropriate' event with 'people her age' which Penny took to mean that she still wasn't thrilled about the whole Avengers business, but her aunt had been generally supportive, so she didn't say anything about it. Instead, she let her aunt do her makeup, with light eyeshadow and just a tiny bit of lip gloss. They picked up Ned on their way, Penny's suit stuffed into an oversized purse that she kept zipped up, and after May warned them against underage drinking, she dropped them off outside the house in the suburbs with music blaring from inside, driving off and leaving Penny and Ned standing in the driveway.

She gave him a nervous glance, arms crossed over her chest. She wore a jacket but still shivered in the cool night air. Ned practically vibrated with excitement beside her, clutching his hat in his hands before placing it back on his head. "Ready?" He asked.

"Not really."

"Okay, let's go over the plan. First, we go in. Let everyone see us at the party."

"Yeah."

"Then, you mention that Spidergirl got back to you and said she'd be happy to swing by."

She gave a reluctant smile. "Right."

"And then, you tell everyone how cool Ned and Penny are and how Spidergirl is our best friend."

"In sign language?"

"Um...I'll translate!"

Penny laughed, arms crossed. "Fine. Let's get this over with."

The first part of the plan went great. They went in. They were seen. Ned told Liz that Spidergirl would be stopping by, Penny left to 'go to the bathroom' and then...then she was on the roof, pulling her mask over her face and staring out at the horizon.

"Hi," She signed, hands moving lazily through the air. "I'm Spidergirl. I'm Ned's best friend. He's so great...such a cool guy."

Penny groaned, dropping her head back. "This is so stupid."

Just as she was about to jump down and head inside, she saw it...a flash of blue light. "Um...Karen?" She asked, leaning forward, pressing her feet to the roof to push herself up. "What was that?"

"I am unsure. It looked like it could have been a discharge from a Chiutari weapon."

"Alien tech," She whispered, standing up. "Um...Karen, send a text to Ned...tell him there's an emergency!" She cried, jumping from the roof and shooting a web to the closest tree, which only got her a couple hundred feet until she remembered that she was in the suburbs...and that there weren't enough trees to swing from. Swearing under her breath, she took off at a run.

"And, should I send a message to Mr. Stark?"

She thought about it as she sprinted, shooting webs at trees and getting as much momentum as she could whenever possible...she didn't even know what was going on. Or if it really was an alien weapon. She hadn't really run across them on the street yet, but the other Avengers had seen them, and Karen thought that it was an alien weapon..so maybe she should call for backup. It went against her instincts to call for help...she wanted to handle it on her own. Then again...that's what she'd thought about Norman.

As she reached the scene, with a white van parked in a little lot and a couple of guys standing around, she made her choice. "Karen," she whispered, "call Mr. Stark...tell him I think I found some guys selling alien weapons."

The guy they were selling to didn't seem to want to buy...didn't seem convinced. "I wanted something low-key, man. Why are you trying to upsell me?"

The guy holding the huge weapon headed back to the back of the van that seemed to be stuffed with weapons, and Penny crawled forward, keeping a close eye on them. She didn't think this guy was 'The Vulture.' He didn't look like him...and he didn't seem very Vulture-like. Another guy approached the buyer, telling him that they were the only ones selling those high-tech weapons, which just confirmed that Norman must have some kind of exclusive deal with the Vulture and his...crew? Posse? Entourage?

"Look, I just need something to stick up somebody. I'm not trying to shoot them back in time."

Penny covered a snort. At least the local criminals had a value system. Karen came to life then, speaking in her ear. "Penny, Mr. Stark has informed me that he is on his way with Colonel Rhodes."

"Cool...okay…" Penny whispered. "Good...that's good."

"I've got anti-grav climbers…" The guy at the van called, and she inched just a little closer.

And that's when her phone rang, the stupid yodeling Ned had chosen for his ringtone coming from the pocket of her suit. Penny swore under her breath, silencing the phone as quickly as she could, but the two weapons dealers were turning on the buyer.

"What was that?" One of them demanded while the other pulled out a gun.

"Did you set us up?"

"Woah…" The buyer held up his hands, and Penny couldn't let this guy get shot...not because of her...so she jumped, flipping in midair and landing with her hands up.

"Hey, hey! Come on! You wanna shoot at somebody, shoot at me!" She cried, not caring that Spidergirl was supposed to be deaf. She couldn't risk them shooting at this guy, even if he was a criminal. Of course, she didn't want them shooting at her either...she could remember all too well how that felt. Still, she had to distract them for as long as she could. Shooting a web and yanking the gun out of his hand, she ran toward them, ready to web them up, when one of them turned around, a glowing glove-thing on his hand that slammed into her and sent her flying back into a concrete support pillar, part of which crumbled under her back. She groaned, dropping to the ground and struggling to blink away the black dots in her vision.

And then they were getting away. She shot another web at the van, refusing to let them go. Refusing to lose them. She'd called for help! She couldn't let them get away! And so, she let herself get dragged behind the van as she struggled to get back on her feet, then, when they managed to sever the web, she took off, trying to cut them off as she made her way through the suburbs while doing her best not to do too much property damage.

They had weapons like nothing she'd ever seen before, and she knew that no matter what, they had to get these off the streets...had to make sure these things never got into the hands of the wrong people.

She was leaping from the roof of one of the houses, less than fifty feet from the van, when she felt claws digging into her legs. Penny screamed as she was dragged upwards, managing to twist enough so that she could try grabbing at the claws holding her, when the masked man turned down to face her, huge, green, glowing eyes staring back at her in the dark. She froze for a second. The Vulture. Adrian Toomes. This was the guy working with Norman Osborn.

They flew further and further into the sky and Penny was just getting a grip on the claws holding her when her suit beeped...and then she was falling.

The parachute was under her. It wasn't slowing her down...she was falling and she couldn't get out of the prison of the parachute the world was spinning around her and she couldn't even scream...couldn't get the breath to do anything but gasp as she spun and fell and then...and then she hit the water so hard that every part of her hurt.

The fabric was tangled around her and she was sinking and...and she couldn't breathe. She was drowning...how long had she been sinking?

The arms that wrapped around her yanked her upwards, and as soon as they broke the surface, Penny gasped for air, choking on the water that had somehow filled her lungs already. "Mr...Mr. Stark…" She asked, looking up for confirmation, and the familiar mask looked down at her for only a moment before it flipped up, showing Mr. Stark's concerned face.

"Kid? You good?"

"Yeah." She gasped out, shivering hard. He dropped her gently onto the beach, but her knees buckled, sending her sprawling on her hands and knees.

"Pen?" Suddenly he was kneeling beside her, a hand gripping her shoulder and holding her up.

"Go...get him...the Vulture...it's Toomes…"

"Yeah, got that from the freaky Vulture costume. Rhodey's got him. Sam's close." He adjusted his grip when she coughed again. "Karen, turn her heater on."

"Oh." She shuddered, then sighed in relief. "That's better. Thanks."

"Friday? Scan her."

"I'm fine." She tried to wave him off before needing to cough one more time.

"Yeah, I can tell. Friday?"

"It appears that she has bruises developing on her back and legs, but is otherwise unharmed."

"Told you." She told him, but the words were undercut by how hard she was shivering.

"Yeah, I can tell, kiddo." He murmured, lifting on her arm and pulling her up to her feet. Before she could take a step, he wrapped an arm around her. "Let's get you back to the tower. You're freezing."

"I was trying to stop them...they had those weapons."

"I know, kiddo. You did a great job. Rhodey and Sam are all over it. I'll have a chat with him after we've got you warmed up, okay?"

Apparently Mr. Stark had had a car sent to meet them because there was a black Audi waiting in the parking lot. He opened the passenger door for her, waiting until she had climbed in, then shut it softly. As soon as he was in the driver's side, she yanked her mask off, dropping her head against the headrest. "There were two more guys...in a van. They've got alien weapons...lots of them. I almost had them...they were selling to this guy...I didn't get his name but…"

"Hey." He had started the car, but they were still idling in the parking lot as the car warmed up. "We'll see everything on your suit's footage. Karen can run facial recognition. We'll get them. And Sam and Rhodey are going to get Toomes. He's our biggest problem right now. Don't worry, Pen. You did great."

She let out a deep breath and closed her eyes, suddenly feeling exhausted. And guilty. "I left Ned at the party."

"Party?"

"In the suburbs...one of the girls at school...she's a senior and Ned told them I knew Spidergirl so that we could be popular but…"

"Wait...you went to a party...as Spidergirl?"

"No...I went as myself. I put my suit on on the roof and I was going to...go inside."

"And tell everyone how cool Penny Parker and her best friend Ned were?" He asked, a smile in his voice. She snorted.

"Yeah. Pretty much." Penny admitted.

Mr. Stark sighed. "I do not miss high school...not at all."

"I thought you went straight to college." She pointed out, and he chuckled, putting the car in drive and pulling out of the parking lot.

"You know what I mean. Now let's get you back to the tower. I'll send Happy to pick up Ned...think it would help if I had Happy say, very loudly, that Tony Stark needed Ned for top secret Iron Man related reasons?"

Penny laughed, nodding. "Yeah. I think it would."

"Alright. Pass that on, Fri." He reached out, ruffling her wet hair. "You'll be the most popular kids in school by Monday."

**Thank you for reading! **


	41. Tony's Epilogue

**To those of you who have been reading and reviewing, I cannot thank you enough. I have loved writing this story, and am sad to see it come to an end. But I hope you have enjoyed it. **

_Tony's Epilogue_

Tony drummed his fingers on the table, firmly ignoring Pepper who was doing her best to hide her smile behind her menu. He tried to stare at his own menu...tried to focus, but he couldn't. Couldn't tear his eyes away from the girl on the other side of the room. It was the second gala he'd invited her to, but this time, there would be no poisonings...he'd made triple sure to have Happy check every single caterer that came into the building or worked at the company he'd hired. This gala wouldn't end in him being rushed out of the room on a gurney...or in the intern he'd started to think of as his own kid sobbing at his hospital bed.

But it may end up in the same intern getting just a little too close to a certain Osborn.

Thankfully, Rhodey and Sam had managed to take down the Vulture no problem. Once he was facing two superheroes who could also fly, he'd been a lot easier to capture. The girl had been on his sofa, dressed in dry clothes, a cup of hot chocolate in her hands while he'd been trying to figure out why her parachute had deployed before she'd even been falling, and why it hadn't been able to sense the fact that she would fall into it thus rendering it more dangerous than useful, when Sam had walked in, sporting a nasty looking cut on his face and a bloody lip.

"Are you okay?" Penny had asked, sitting up and nearly spilling her hot chocolate in her panic, but the man had just given her a tired grin, waving her off.

"I'm fine, kid. We got him. James has him cuffed in a holding cell downstairs, and I'm pretty sure he's gonna sing like the Vulture he is."

"Vultures don't sing...they can kind of scream and make this weird laughing noise. Actually, did you know that they're one of the only types of birds that…"

"Thanks for the lesson on birds, kid. I'm gonna get my face sewn up, but we'll continue this later I'm sure." Sam had grinned to show her that he wasn't really upset, ruffling her still-damp hair as he'd gone by. "You did good, Pen. We got him a lot earlier and with less danger to civilians this way."

And then he'd been gone, leaving an open-mouthed and faintly blushing Penny on the sofa watching him leave.

He was right. Penny had done well. Really well. She'd called for back-up when she'd needed it, something that had frankly surprised Tony. He got the feeling that the girl was used to doing things on her own. He was proud of her. In the weeks since, she'd been steadily improving during training, keeping her grades up, and patrolling several days a week after school. But she'd also gone on a date with Harry Osborn.

Tony didn't feel like it was his job to tell her who she could and couldn't date. He liked Harry, really. After capturing the Vulture, who had sang like the proverbial canary about Norman, they were working on building a case against the guy. He hoped that, after Norman's inevitable arrest, he'd finally be able to convince Mrs. Osborn to defect to Stark Industries. He'd also been looking into Harry's school records...the kid hadn't applied for an internship, but he was probably smart enough to have one.

If that wouldn't just rub it in Norman's smug little face...but that wasn't why he wanted to do it, he reminded himself. The kid had really helped them out...had tried to look after Penny as best he could, even if she'd ended up getting shot. Harry certainly wasn't responsible for what his father did.

But Tony still had his reservations. Maybe they weren't about Harry, he admitted to himself as, across the room, the boy joined Penny at the intern table. She sat between him and Jasika, and the three talked softly, laughing at something Harry said as he handed both Penny and Jasika a drink. They were kids. Not soldiers or superheroes or assets to his company. They were children. And Penny...Penny was like _his_ kid. Not just in a superhero sense. He did feel responsible for Spidergirl, of course. He had from the start when he'd discovered the young woman vigilante...when he'd learned sign language for her and had given her an upgraded suit. He'd planned on mentoring her. Planned on taking her under his wing...at least, he had before he'd gotten caught up investigating Penny Parker and her family and teachers and anyone else she ever could have come in contact with to find out who was hurting her.

As it turned out, the criminals of New York had been the ones hurting her.

As his intern, she'd fit into his life startlingly well. Tony had never imagined himself as a father, but it was impossible not to now, especially since he was practically co-parenting the girl with May. And as Spidergirl, she was...well, part of the team. She slipped into his life and into his team and honestly, it seemed like everything she did only made his life better. Only made it fuller. After the Accords and their almost big fight, he'd worried about the Avengers...about the people he thought of as his family. But in the end, they'd managed to talk it out. Had managed to keep themselves together.

He couldn't directly thank Penny for that, but some part of him thought that having a kid around...having a new superhero to look out for and a kid around the tower that they all worried about, might have made the others more open to conversation...to keeping the Avengers a unit, no matter what it took.

At the other table, Harry had a hand under the table, and Tony just had to lean forward a little to see that he and Penny were holding hands. Harry and Penny...Harry and Tony's kid. It was a protective instinct he'd never had that made him want to get up and pull Harry aside. To warn him. To assure him that the Avengers would all be watching. And it was true. Thor and Natasha had their eye on the couple from across the room where they talked at the bar. Steve and Sam sat only a few tables away, and Sam kept throwing glances back at the kids. Bruce gave them a long look as he passed, a glass of wine in his hand. And Tony...he'd barely been able to tear his eyes away.

Penny seemed oblivious, but he doubted she actually was. The girl was never oblivious. She seemed to see everything...to hear everything. But she was good at pretending to be oblivious. It was a trait that Natasha had noticed first. One that she said would serve the girl well in their line of work. Tony had reminded her that she wasn't a spy...that Penny would never be a spy, but Natasha had only given him a sad smile.

He was surprised when the waitress blocked his view of the girl, making him jump a little, and Pepper smiled into her menu, hiding her face. He'd had the whole thing catered and menus printed primarily for his interns, figuring they would be hungry and wouldn't be able to fill up on finger foods. Everyone else seemed pleased with the changes too, so he figured this was what he'd do from now on.

After ordering his food, he went back to stealing glances at his kid, unable to help himself. Harry was sitting so close, and they were laughing at something he couldn't hear once more. Penny turned to her food before Harry did, and in that brief moment, he could see the boy's face as he stared at her. By all accounts, he was enamored with the girl, eyes always seeking her out, watching her...and Tony had to admit, his puppy love was cute.

But Penny was his kid and he had to protect his kid, no matter how ridiculous it sounded, especially considering the fact that she was not, in fact, his kid. She was May's kid. But...okay, she was his too. He gave up trying to rationalize it as Penny glanced up from her food and locked eyes with him. For a moment, he was worried that he'd been caught. That she'd caught him staring and was going to be upset. Instead, she gave him her usual smile, a hand lifted in a quick, almost guilty wave, and he had to chuckle, waving back before turning to Pepper as if that had been his plan all along.

His fiancee was smiling at him, eyebrows raised, and he rolled his eyes. "I worry, okay." He admitted. She laughed outright then.

"Oh, I know." She softened quickly. "It's sweet. All fathers worry about their kids."

"I'm not…" He started, but she just brushed his token protest away.

"You are. But it's a good thing. She needs as many people in her corner as she can get."

Tony thought about all the Avengers in the room who stole glances her way...who were all making sure that she was okay. Of the trainings she'd been invited to and the movie nights they'd started having as a team mostly because the others had stumbled upon them watching Star Wars once and had wanted to join. He thought of getting the alert from Karen and flying into the river to grab her, so afraid for a moment that he'd been too later...of feeling her cough in his arms, face twisting up to find him behind her own mask, and the relief of knowing he'd been in time.

She had the whole Avengers team in her corner. More importantly, she had Spidergirl, one of the toughest superheroes he'd ever met.

After dinner, the band played music, and Tony was the first to reach for Pepper's hand, pulling her onto the dance floor and placing a hand at the back of her waist, the other grasping hers. The lights dimmed a little, and several other couples joined them on the dance floor. Through the group of people, he could only catch glimpses of the intern table, which was suddenly empty. Furrowing his eyebrows, he looked around the room before Pepper gave an amused snort.

"Check your six," She instructed, turning them around so that he could see Penny and Harry across the dance floor, fairly close to Jasika and her dance partner, the four of them making their own space away from all the adults. "She's fine. They haven't snuck upstairs to be alone yet." She teased, laughing at his half-hearted glare. "Are you going to show her tonight?"

He hesitated. He wanted to. It had been a whim at first and had formed into a fully-fledged plan. But she was having a good time, and he still had his doubts. His fears. She was a good kid. The best kid. But she was, in fact, a kid. Was she ready? Was he?

The others had already agreed, albeit conditionally. There would continue to be training. Lots of it. Karen was programmed to always inform the closest Avenger if Penny needed help. She wouldn't be doing anything big alone. She would work closely with either Tony or Steve on serious missions, not that Tony was even sure about her going on those. But he hoped that there wouldn't be anything big, not for a while. And in the meantime, well...they'd had a vote. Tony had proposed it and Steve had agreed...and it had been unanimous.

She was in. If she wanted to be in, that is. First, he had to ask her.

Tony waited until she'd had a chance to dance with Harry who was her...boyfriend? He hadn't asked about labels and couldn't imagine himself doing so. He wasn't her father, that was for sure. Still...he wanted to know. He wanted to know what exactly her relationship was with Harry Osborn, the boy whose father they were doing their best to arrest. Tony shook the thought away, giving Pepper a quick kiss on the cheek before heading across the dance floor.

The girl wasn't dancing anymore. Practically no one was. Instead, she and the other interns had sat down, along with Harry, Penny with her hand on her chin as they all listened to Jasika tell a story he couldn't hear. He waited until she was finished before approaching, and Penny was the first to spot him, turning around in her seat to smile at him. "Hi, Mr. Stark."

The others followed with their own choruses of 'hello, Mr. Stark' and he smiled at all of them.

"Good evening. I hope you all had a good time." Once they had all assured them that they had, he continued. "Penny, I needed to talk to you about something. Think I could borrow you for a minute?"

"Oh...sure!" The girl hurried to stand, and Tony watched Harry watch her before the boy quickly turned his attention back to him. Tony forced his face into a neutrally friendly expression, trying to hide his suspicion of the boy. Suspicions that Harry was going to hurt Penny...either in the normal first boyfriend way or in a 'my father is a supervillain and I'm following in his footsteps' way. Either way, he pushed it all away and led Penny to the elevator.

"Having a good time?" He asked.

"Yeah, it's great...um...so did you find out anything new about Norman Osborn?"

He chuckled. This kid was relentless. She'd already asked him four times, and that was just in the last 24 hours. "Nope. Not yet, but don't worry, you'll be the…" He pretended to count on his fingers. "Tenth? Eleventh to know? Maybe twelfth."

She rolled her eyes, leaning against the elevator wall and crossing her arms.

He thought about asking then...thought about asking about Harry and what exactly he was to her. She looked so young. Too young to be on a team of superheroes. Too young to be going out on patrol every night in New York City and fighting criminals. But looks were deceiving, of course. She wasn't just a kid. She was Spidergirl. And he wanted Spidergirl on his team. They all did.

When they stepped into his lab, she gave a quick glance around before looking back at him. It was a marked difference from the first time she'd stepped into his lab, but she was comfortable in his lab. Felt at home there. And he was glad. He wanted Spidergirl to feel at home here. He wanted Penny Parker to feel at home here. And this was the next step.

"So…" Penny asked, prompting, and he smiled, leading her further into the lab. "You needed to talk to me?"

"More like...I needed to ask you something."

"Oh. Okay." He gestured to the wall and she stared at it, confused. "Something about...the wall?"

Tony snorted. "Not exactly." He pulled a remote out of his pocket and pressed a button, watching with her as the wall opened up, a compartment pushing itself forward until it revealed the suit. The words 'Iron Spider' were on the plaque beneath it, the four metal legs sticking up at an angle and pointing themselves at the two of them, and she stared at it, eyes wide, before turning back to him.

"Is...Mr. Stark, is that for...for me?"

He chuckled. "Nah. I thought I'd change my image a little. You don't mind sharing your branding, do you?" The looks she gave him was hesitantly amused, and he patted her shoulder. "Kidding, Spiderling. Two spiders on one team is enough." Her eyes widened at that and he went on. "I thought about calling a press conference, but I thought I'd better ask you first."

"Ask me…" She started, shaking her head.

"I knew from the beginning that I'd want Spidergirl on my team eventually...hell, I knew it from the moment I saw you on Youtube. But after meeting you...after finding out that Spidergirl was my intern and one of the best kids I've ever met…"

Penny was staring at him, eyes huge, mouth open, and he squeezed her shoulder, leaving his hand there.

"What do you think, kiddo? Want to be on the Avengers?"

"The...the Avenger?" She asked, her voice a whisper.

"Yeah, Pen. We voted, just to make it official, and the results were unanimous. We want you on our team. So what do you think?"

"I...you want...you want me...you all want me to be…"

He nodded, waiting for everything to click.

And then her arms were thrown around him, her face pressed against his chest, and he wrapped his arms around her as if it were instinct. As if his own father had ever shown him an ounce of affection. But it came so naturally, the way he wrapped his arms around her, one hand pressing against the back of her head. This was his kid and this was a superhero and he'd have to figure out how to live with both being true, just like May had. "Is this a yes?"

The girl's chin bobbed up and down, her nose pressed into his shirt.

"Good." He pulled away after a moment, hands on her shoulders. This girl was going to be the best of them. He just knew it. "Welcome to the Avengers, Spidergirl."

_**The End**_


End file.
